This Annual Report is published within three months of the date of the Statement of Financial Position. The web version is also published online on the same date as the date of issue of this Annual Report at www.combank.lk Our ‘way of life’; the ethics we espouse; our practices and processes; our principles and beliefs; our interaction with different communities…all of these speak of a strong culture unique to Commercial Bank. It has evolved over generations and today, the Bank enjoys steady and consistent growth and success because of it.

Stakeholder inclusiveness pervades every facet of the Combank culture and Way. We are shaped and in turn shape our enterprise by listening closely to ‘the voice of the stakeholder’, learning and taking on board what needs to be done to remain people oriented, successful and sustainable.

Welcome to Combanking!

A cross section of stakeholder perceptions of the Bank appears throughout this report. Contents

About the Bank 3 Annual Report of the Board of Directors 194 Executive Summary 4 Statement of Directors’ Responsibility 206 Highlights of the Year 6 Directors’ Statement on Internal Control 208 Letter from the Chairman 8 Assurance Report on Internal Control 210 Managing Director’s Review 12 Managing Director’s and 211 Directors' Interest in Contracts with the Bank 212 Management Discussion and Analysis 15 Other Disclosure Requirements Under the Prescribed Format Issued by the Central Bank of for Preparation of Review of the Macroeconomic Environment 16 Annual Financial Statements of Licensed Commercial Banks 213 Our Business Model 24 Managing Risk at Commercial Bank 218 Strategic Imperatives 28 Investor Relations Supplement 246 Risks and Uncertainties 29 Financial Review 31 Operational Review by Division 42 Financial Reports 263 Future Outlook 62 Financial Calendar 265 Strategic Direction of the Bank 64 Independent Auditors’ Report 266 Financial Statements – Table of Contents 267 Sustainability Report 69 Financial Statements Highlights – Bank 268 Income Statement 269 Reporting Parameters 70 270 Material Aspects and Boundaries 71 Statement of Financial Position 271 Stakeholder Engagement 75 Statement of Changes in Equity 272 Economic Sustainability 79 Statement of Cash Flows 276 Product Responsibility 84 Notes to the Financial Statements 277 Human Resources Management 90 Societal Responsibility 101 Environmental Responsibility 111 Supplementary Information 407 Independent Assurance Report to Commercial Bank of Ceylon PLC 113 Group Structure 408 Key Performance Indicators (KPIs) - 2014 115 Awards and Accolades 409 Independent Assurance Statement on Non-Financial Reporting 116 Income Statement (US $) 410 GRI Content Index: “In accordance” - Core 119 Statement of Financial Position (US $) 411 Decade at a Glance 412 Stewardship 127 Events – 2014 416 Correspondent Banks 418 Board of Directors 128 Historical Landmarks 420 Corporate Management 132 Glossary of Financial and Banking Terms 421 Senior Management 136 Alphabetical Index 423 Corporate Governance 142 Notice of Meeting – AGM 424 Board Sub Committee Reports Circular to Shareholders on the Final Dividend for 2014 426 Board Human Resources and Remuneration Committee Report 183 Notice of Meeting – EGM 428 Board Integrated Risk Management Committee Report 185 Circular to Shareholders on Proposed ESOP 429 Board Nomination Committee Report 187 Form of Proxy (Voting Shareholders) – AGM Enclosed Board Audit Committee Report 188 Form of Proxy (Non-Voting Shareholders) – AGM Enclosed Board Credit Committee Report 191 Form of Proxy (Voting Shareholders) – EGM Enclosed Board Technology Committee Report 192 Form of Proxy (Non-Voting Shareholders) – EGM Enclosed Board Investment Committee Report 192 Stakeholder Feedback Form Enclosed Board Related Party Transactions Review Committee Report 193 Corporate Information Inner Back Cover

Scan to view the online version of this Annual Report http://combank2014.annualreports.lk Commercial Bank of Ceylon PLC is a licensed commercial bank and a public limited liability company with its ordinary shares listed on the Main Board of the Colombo Stock Exchange. As of the end of 2014, the Bank had a market capitalisation of more than US $1 Bn. – the largest of all financial institutions in Sri Lanka and third among all listed entities. Consistently recognised for excellence by a wide range of professional organisations, Commercial Bank is Sri Lanka’s most awarded bank and the only institution in the country included in The Banker magazine’s annual ranking of the Top 1000 World Banks for four consecutive years.

To be the most technologically advanced, innovative and customer-friendly financial services organisation in Sri Lanka, poised for further expansion in South Asia.

Providing reliable, innovative, customer-friendly financial services, utilising cutting-edge technology and focusing continuously on productivity improvement whilst developing our staff and acquiring necessary expertise to expand locally and regionally. 4 Commercial Bank of Ceylon PLC Annual Report 2014

Commercial Bank performed exceptionally Despite shrinking interest margins, we achieved well in 2014, surpassing Rs. 10.0 Bn. mark in post- growth in net interest income through judicious tax profits for the third consecutive year leading funds management strategies – notably increased the shareholders’ equity to grow by over 15% and investment in Government Securities. In parallel, enabling the declaration of a 50% of profit after as a capital management mechanism, we have taxation in total dividends. implemented a strategy to diversify our activities, with a particular focus on fee-based income. In The Bank sustained this solid performance despite 2014, the Bank recorded a growth of Rs. 582 Mn. or an operating environment characterised by low 14%, in net fees and commission income, mainly interest rates, muted credit growth and steadily from cards and trade finance, as well as remittances tightening margins. With our stable business from expatriates – a market that grew nationally by model, exemplary balance sheet and the entire 8% over the past year. We also gained additional organisation working as an integrated team, fee-based income from our Bancassurance business we found innovative and differentiating ways to line, which signed up several additional insurance delight customers, attracting new business while partners and launched a campaign of more strengthening existing relationships. targeted promotions.

Commercial Bank currently has a market share of The Bank’s geographical footprint continued to grow about 11–12% in Sri Lanka, measured by assets, in 2014, reaching a total of 239 branches. We also deposits and net advances. Total asset base was carried on expanding our ATM network, passing nearing Rs. 800 Bn. at the end of 2014, a gain of the 600-machine milestone in September. And we 31% over the previous year. Annual volume growth opened our first 24-hour automated banking centre in both deposits and advances exceeded the en route to our goal of establishing 15 such facilities Sri Lankan industry average. by the end of 2017.

Despite sluggish demand for credit throughout Commercial Bank continues to lead the Sri Lankan 2014, the Bank’s lending portfolio grew appreciably, market in offering alternative banking channels helping to raise overall profits. We continue to enabled by digital and mobile technologies. benefit from an ongoing demographic shift as we Initiatives launched in 2014 included expansion of tailor products and services to the needs of an our mobile and online offerings, the introduction increasingly affluent consumer base. As of of cash/cheque deposit machines and innovations December 2014, the Bank had granted new loans such as digital cheque imaging and cash withdrawals totalling Rs. 84 Bn., an increase of 22% over the using mobile wallets – both unique services in previous year. Sri Lanka. In early 2014, we introduced a mobile app for Android smartphones offering similar At the same time, we were able to significantly functionality and features as our earlier Apple iPhone reduce the Bank’s non-performing advances (NPA) app. And in September we launched a Corporate ratio by recovering several large-scale advances, Online Banking solution designed to be as easy to auctioning unredeemed pawned articles in a use as our personal banking platform. timely manner, closely monitoring non-performing accounts and undertaking effective recovery actions. Annual Report 2014 Commercial Bank of Ceylon PLC 5 EXECUTIVE SUMMARY

Corporate finance was another area of renewed The Bank’s capital adequacy ratios were well above focus in 2014, fuelled by lower interest rates. the minimum ratios stipulated by the Central Excellent stock market performance, following Bank, leaving a healthy leeway to expand business three relatively subdued years, also helped to volumes. We have developed a formal capital stimulate activity. To strengthen our broadening management policy with clearly defined objectives scope of services in this area, we relaunched for maintaining appropriate capital levels, ensuring our corporate finance unit as Commercial Bank sufficient leeway for future business expansion while Investment Banking. maintaining the required cushion to absorb any potential losses. In 2014, the Bank also acquired a 100% stake in Indra Finance Ltd., augmenting our portfolio with Our solid performance reflects a deeper strength vehicle leases and other products designed for a that has made Commercial Bank a Sri Lankan leader. market segment that we have not traditionally served. To our millions of loyal customers, ‘Combanking’ represents innovative products and services, In Bangladesh, Commercial Bank’s leadership proven resilience and accountability, prudent risk position among regional banks has been bolstered management and, above all, our ability to nimbly by a growing clientele. We have a healthy mix of keep pace with changing financial needs, as retail and corporate customers, plus a special focus evident from a representative sample of stakeholder on small and medium-sized enterprises (SMEs). With perceptions depicted throughout this Report. an expanded branch network, wider product offering and aggressive marketing, we have improved The Bank’s achievements in 2014 were made our deposit base, yielding lower-cost funds and possible through the unified efforts of employees improved profitability. and management, guided by our clearly defined vision, and by the effective strategic leadership and We have also received a license to open a oversight of the Board. We are the first Sri Lankan representative office in Myanmar, which will serve bank – and only the third enterprise in any as a stepping-stone to access the Asian markets. sector – to achieve a market capitalisation of more than US Dollars one billion. In the area of corporate social responsibility, Commercial Bank through its CSR Trust Fund Looking ahead, we expect Commercial Bank’s continued to empower schoolchildren and balance sheet to surpass Rupees one trillion in the university entrants through our investment in near future. Based on our solid 2014 results and the technology labs, mainly in rural schools where continued momentum they reflect, that ambitious students lack access to IT education. We also target is well within our reach. completed 15 new health care projects during the year, along with programmes devoted to teacher training and various aspects of community improvement. 6 Commercial Bank of Ceylon PLC Annual Report 2014

Financial Highlights

Group Bank 2014 2013 Change 2014 2013 Change % %

Results for the year (Rs. Mn.) Income 74,537.814 73,704.516 1.13 74,441.840 73,736.267 0.96 !""# 18,541.905 16,654.587 11.33 18,425.207 16,479.473 11.81 &"#*&"+ 15,859.917 14,690.918 7.96 15,736.216 14,510.519 8.45 Provision for Taxation 4,617.124 4,117.461 12.14 4,556.035 4,065.008 12.08 !"#*!"+ 11,242.793 10,573.457 6.33 11,180.181 10,445.511 7.03 Revenue to the Governments 7,295,545 5,957,636 22.45 7,234.562 5,905.636 22.50 Gross Dividends 5,627.869 5,522.473 1.91 5,627.869 5,522.473 1.91 At the year-end Shareholders’ Funds (Capital and Reserves) 71,205.835 61,446.228 15.88 70,511.730 60,943.999 15.70 Deposits 529,266.588 451,098.946 17.33 529,361.484 451,152.923 17.34 Gross Loans and Advances 464,899.378 379,237.437 22.59 463,586.297 379,252.897 22.24 Total Assets 797,257.713 606,564.507 31.44 795,609.630 605,987.592 31.29

Information per Ordinary Share (Rs.) Earnings (Basic) 13.01 12.24 6.29 12.94 12.10 6.94 Earnings (Diluted) 12.95 12.22 5.97 12.88 12.09 6.53 Dividends - Cash – –– 4.50 4.50 – Dividends - Shares – –– 2.00 2.00 – Net Assets Value 82.24 72.37 13.54 81.44 71.78 13.46 Market Value at the year-end - Voting N/A N/A – 171.00 120.40 42.03 Market Value at the year-end - Non-Voting N/A N/A – 125.10 93.00 34.52

Ratios Return on Average Shareholders’ Funds (%) 16.95 18.48 (1.53) 17.01 18.40 (1.39) Return on Average Assets (%) 1.60 1.89 (0.29) 1.60 1.87 (0.27) Price Earnings (times) - Ordinary Voting Shares N/A N/A 13.24 9.79 35.24 Price Earnings (times) - Ordinary Non-Voting Shares N/A N/A 9.69 7.56 28.17 Year-on-year growth in Earnings (%) 6.33 4.88 1.45 7.03 3.44 3.59 Dividend Yield (%) - Ordinary Voting Shares N/A N/A 3.80 5.40 (1.60) Dividend Yield (%) - Ordinary Non-Voting Shares N/A N/A 5.20 6.99 (1.79) Dividend Cover on Ordinary Shares (times) N/A N/A 1.99 1.89 5.29

Statutory Ratios: Liquid Assets (%) N/A N/A – 33.11 34.05 (0.94) Capital Adequacy Ratios: Tier I (%) - Minimum Requirement 5% 13.07 13.30 (0.23) 12.93 13.27 (0.34) Tier I & II (%) - Minimum Requirement 10% 16.22 16.93 (0.71) 15.97 16.91 (0.94)

Financial Goals and Achievements - Bank

Goal Achievement Financial Indicator 2014 2013 2012 2011 2010

Return on Average Assets (ROA) (%) Over 2% 1.60 1.87 2.12 1.94 1.60 Return on Average Shareholders’ Funds (%) Over 20% 17.01 18.40 20.96 20.28 17.87 Growth in Income (%) Over 20% 0.96 15.40 38.25 10.45 (5.07) <=!"#*>+ Over 20% 7.03 3.44 28.10 42.72 28.30 Growth in Total Assets (%) Over 20% 31.29 18.54 15.95 18.95 14.81 Dividend Per Share (DPS) (Rs.) Over Rs. 5.00 6.50 6.50 6.50 6.00 7.00 Capital Adequacy Ratios: Tier I (%) - Minimum Requirement 5% Over 8% 12.93 13.27 12.64 12.11 10.87 Tier I & II (%) - Minimum Requirement 10% Over 13% 15.97 16.91 13.85 13.01 12.27 Annual Report 2014 Commercial Bank of Ceylon PLC 7 HIGHLIGHTS OF THE YEAR

Non-Financial Indicators

2014 2013 2012 2011 2010

Customers Growth in No. of Deposits & Advances Accounts (%) 2.14 7.26 12.19 8.93 7.55

No. of Customer Touch Points Branches - In Sri Lanka 239 235 227 213 187 Branches - In Bangladesh 18 18 17 17 17 ATMs - In Sri Lanka 606 585 555 497 401 ATMs - In Bangladesh 19 19 17 17 13 Employees Total No. of employees 4,852 4,730 4,602 4,524 4,321 Average hours of training per employee per year 27.24 32.54 22.59 25.48 22.22 Employee turnover ratio (%) 4.26 4.29 3.28 3.82 3.36 Business Partners Assets purchased (other than investments) (Rs. Mn.) 1,164 1,077 997 1,150 831 No. of Correspondent Banks 48 48 47 47 47 Government Institutions Taxes to Governments (Rs. Mn.) 7,355 6,110 6,184 4,542 6,515 Taxes collected on behalf of Governments (Rs. Mn.) 1,382 978 621 499 473 Community Donations (Rs. Mn.) 55 51 51 110 57

Gross Income Group Total Assets Group Total Capital Adequacy Ratio Group (Rs. Mn.) (Rs. Mn.) (%)

80,000 800,000 17.50

70,000 700,000 15.00 60,000 600,000 12.50 50,000 500,000 10.00 40,000 400,000 7.50 30,000 300,000 5.00 20,000 200,000 10,000 100,000 2.50 0 0 0 10 11 12 13 14 10 11 12 13 14 10 11 12 13 14

Operating Highlights

Only Sri Lankan Bank to be Global Finance adjudged the Trade Finance Magazine UK ranked among the Top 1000 Bank as The Best Bank in adjudged the Bank as The Best Banks in the world for the Sri Lanka for the 16th Local Trade Bank in Sri Lanka fourth consecutive year by consecutive year The Banker

The only listed financial Installed the 600th ATM while Opened 24-hour Automated institution and the third adding 21 ATMs during the Banking Centre at Ward Place among all listed companies year, further strengthening its and installed a ForEx ATM in in Sri Lanka to cross the position as the single largest Crescat Boulevard market capitalisation of ATM network operated by a US $ 1 Bn. mark bank in Sri Lanka

Number of online banking The Bank’s Bangladesh Lanka Rating Agency Ltd. subscribers surpassed 200,000 Operations’ credit rating upgraded Bank’s credit re-affirmed at AAA by 9 rating to AAA from AA+ Credit Rating Information Services Ltd. LETTER FROM THE CHAIRMAN Annual Report 2014 Commercial Bank of Ceylon PLC 9 LETTER FROM THE CHAIRMAN

Dear Friends,

Measured by all key performance indicators, 2014 was an Nevertheless, thanks to the efforts of our Corporate and Personal exceptionally good year for Commercial Bank, despite the challenging Banking teams, Commercial Bank’s lending portfolio grew appreciably environment in which we carried out our business activities in both in the latter part of the year, registering a growth rate considerably Sri Lanka and Bangladesh. Our achievements during the year were higher than the industry average. Against a background of sharply ?@?@J declining interest margins, this healthy expansion of volume acted who demonstrated the utmost dedication and commitment in the &W]= ???Q"=@?&W consequence, no doubt appreciated by all shareholders. vision and mission, and by the effective strategic leadership and oversight of the Board. Faced with a prevailing market atmosphere in which the Bank’s ?=???J= As in past years, the Bank faced challenges on both domestic and developed a strategy to diversify our activities, with a particular focus QX@@Z on fee-based income. In this regard, I would highlight the positive borrowing and lending represent our core business. Therefore the outlook arising from initiatives taken by our Investment Banking team; low demand for credit that prevailed during most part of the year had ==? a negative impact on our Bank, and on the sector generally. I do not medium to long term. In addition, the Bank launched several new wish to dwell upon the reasons for low credit growth; that has been products during the year aimed at improving product mix, as we cater a topic of extensive deliberation in many forums. It should simply be to customer needs and preferences in areas such as credit cards, noted that rapid growth in the corporate debt market and increased debit cards, loans, advances and savings products - including a new foreign borrowings by Sri Lankan corporates - together with the sharp retirement-savings programme, The Future Pension Plan. decline in the value of gold, which hampered the pawning market - contributed to the sluggish demand for bank credit. The high level of The Bank’s focus on optimising fee-based income also yielded a new excess liquidity in the banking system was driven by several other key opportunity for our Bancassurance business line, which signed up J@? =? a few more insurance partners and launched a campaign of more debt raised by domestic corporates and banks, as well as the targeted promotions. In other areas of product development, our issuance of sovereign bonds, the purchase of Rupee-denominated support for small and medium-sized enterprises (SMEs) during 2014 Government debt by foreign entities and the increased participation included a special entrepreneurial skills-development programme, as of overseas investors in the Sri Lankan stock market. well as a campaign to promote our Diribala Loan Scheme - the only LETTER FROM THE CHAIRMAN 10 Commercial Bank of Ceylon PLC Annual Report 2014

WW manage tight interest spreads, we will bring even greater focus to SMEs. These valued customers were also the target of a new channel migration, process automation and centralisation - all with the agri-business loan programme launched in the second quarter. aim of improving the cost to income ratio.

Mirroring the high levels of liquidity in the marketplace, the Bank’s In 2014, we took further steps to improve and strengthen the Bank’s own liquidity was far in excess of regulatory requirement during corporate governance structure, adopting the Code of Best Practices the year – due mainly to higher deposit growth compared to a on Related Party Transactions issued by the Securities and more modest increase in advances. Inevitably, this brought a new Exchange Commission of Sri Lanka. We also established the dimension to treasury management. The dual-rate system adopted Related Party Transactions Review Committee as a specialised by the Central Bank of Sri Lanka in its Standing Deposit Facility, sub-committee of the Board. In addition, measures were introduced to @===J ensure compliance with new Sri Lanka Financial Reporting Standards challenges. On a more positive note, we recognised an opportunity (SLFRS/LKAS). In particular, we have moved to address the &W"?^@ disclosure requirements for credit, market, operational and liquidity arising from our Government Securities portfolio in light of low and risk management. This includes taking an undiscounted approach declining interest rates. However, by the end of 2014 interest rates =@?QX appeared to have bottomed out; in the coming year, any upward new disclosure practices for collaterals and impairment, and we are movement is likely to generate pressure and make treasury addressing new areas of market risk through sensitivity analysis. management even more challenging. Lastly, in compliance with the new SLFRS 13 Accounting Standard relating to fair-value measurement, in 2014 we conducted a valuation As a long term growth strategy, we have undertaken new expansion efforts overseas, encouraged in particular by the success of the Bank’s Bangladesh operations. I am pleased to inform shareholders that following successful negotiations, we have received a license to Also during the past year, we strengthened the Bank’s _Q"=@] communications policy by establishing a governing framework stone to access the markets of a resourceful country with great aimed at maintaining and improving transparency, ethical behaviour, potential, and to expand across further frontiers in the region. We responsibility and responsiveness to stakeholders. At the same time, have also taken steps to strengthen and consolidate our position in Commercial Bank’s geographical footprint continued to grow, with ]@=@=WJ=@ the total number of branches reaching 239 by the end of 2014. This origins extend from Korea and Malaysia to Italy and the Middle East. jJ?WJ= @&W market. We have also added another dimension to that model and continued to integrate state-of-the-art technology. The many by acquiring a 100% stake in Indra Finance Ltd., envisioning the IT-based initiatives launched in 2014 include installation of cash/ potential synergies resulting from adding a product portfolio designed cheque deposit machines, expansion of our mobile and online banking for a market segment that we have not traditionally served. offerings, upgrading of traditional branches with 24-hour automated banking, and new facilities for withdrawing cash using Mobitel mCash In the area of corporate social responsibility (CSR), the past year mobile wallets via our cardless ATM network - a unique service in brought a new level of activity in the Bank’s focus on education, Sri Lanka. At the same time, processing capacity was further as we continue to empower school children and university entrants enhanced by migrating customers to alternative channels, increasing through our investment in technology labs, mainly in rural schools the number of cash/cheque deposit kiosks and managing faster where students lack access to IT education. We opened 36 new IT turnaround times with our newly introduced Teller Cash Recyclers. labs in 2014, bringing the total number donated by the Bank to 158. We also brought online learning capabilities to 46 more schools, Commercial Bank maintained its position as the operator of doubling the coverage of this ongoing project. We awarded 50 Sri Lanka’s largest ATM network, ending the year with a total of 606 scholarships and laptop computers to undergraduates, a total of Q"&W?]? 300 students supported to date. And we continued to partner with in protecting customer privacy by meeting and exceeding the globally two key corporate sponsors, working with Cisco Systems to teach @{|}}~Z{}~Q students IT essentials and with Microsoft to train teachers on broader technology issues. The future of the banking industry will inevitably be shaped by the speed with which customers are embracing mobile technologies. Elsewhere within the Bank’s CSR purview, we completed 11 new However, branches will continue to be a vital component in the healthcare projects during the year, nearly doubling our impact delivery of services. Therefore we must further augment the Bank’s in that area as well. We funded the training of 200 more English branch network to meet customer demand for prompt, personal teachers through the British Council, increasing our total complement @] of teachers to 300. And we invested in a range of community options. As pressure increases to expand business volumes and improvement projects, from the renovation of a section of steps Annual Report 2014 Commercial Bank of Ceylon PLC 11 LETTER FROM THE CHAIRMAN

at Sri Pada, to landscaping of the Colombo National Hospital garden, Commercial Bank’s corporate to the continuation of a coral replanting project at Hikkaduwa. positioning, ‘for a better future’, !"#$& institution was reinforced by a range of awards over the past year, is brought to life through including ‘Best Bank in Sri Lanka’ from Global Finance (US), the country’s ‘Best Trade Bank’ from TradeFinance (UK), Sri Lanka’s personalised service delivered ‘Strongest Bank’ from Asian Banker, ‘Banker of the Year 2014’ from The Banker (UK) and most respected bank in Sri Lanka from LMD with disciplined efficacy and magazine - to name just a few. Our brand reputation as Sri Lanka’s ‘Most Awarded Bank’ was further evidenced by the many CSR customer-oriented efficiency, awards received in 2014, which are too numerous to list here. because our valued customers are Commercial Bank has come a long way, consistently achieving greater and greater heights to reach the position we are in today. the Bank’s greatest asset. As the I wish to take this opportunity to pay tribute to all those who have contributed to our success over the four-and-a-half decades since custodians of this enterprise, the the Bank was founded. I owe an especially big thank-you to my colleagues on the Board, to the management team, and to each Board is committed to safeguard and every employee of the Bank for their collective commitment, and further the interests of the cooperation and unstinted dedication. Bank’s owners - our shareholders - Commercial Bank’s corporate positioning, ‘for a better future,’is brought to life through personalised service delivered with disciplined at all times. '* customers are the Bank’s greatest asset. As the custodians of this enterprise, the Board is committed to safeguard and further the interests of the Bank’s owners - our shareholders - at all times.

I wish all of you every success in your various endeavours.

Dharma Dheerasinghe Chairman

Colombo February 23, 2015 MANAGING DIRECTOR’S REVIEW Annual Report 2014 Commercial Bank of Ceylon PLC 13 MANAGING DIRECTOR’S REVIEW

The continued strong performance of Commercial Bank in 2014 Key Success Factors '& Commercial Bank entered 2014 with a keen sense of focus as annual report theme suggests - an immediately recognisable the entire organisation geared up for what promised to be a more #$&+ challenging year. Working as an integrated team, we found innovative loyal customers, ‘Combanking’ represents innovative products and and differentiating ways to delight customers, attracting new services, proven resilience and accountability, thoughtful management business while strengthening existing relationships. Branch managers of risk and, above all, our ability to nimbly keep pace with changing were particularly effective in providing new levels of high-quality, needs. The brand we have built and the trust in which it is grounded, personalised service. have helped us become not only the largest private bank in Sri Lanka Despite an operating environment characterised by low interest rates, of our people. muted credit growth and tightening margins, the Bank delivered another year of solid performance. With our stable business model The role that our diverse stakeholders have empowered us to play and exemplary Balance Sheet, we gave many prospective customers "&/ + business - engaging, collaborative, forward-looking and, above all, ensured a continuous growth of our Balance Sheet, helping to further focused on creating value for all parties - has not simply evolved bolster an already comfortable position in the market. over time. It is an approach that we have consciously developed through focused strategic thinking, supported by sound business The past year brought a host of other economic challenges, from the practices. We have fostered an open, accountable culture in which decline in gold prices to the continued turmoil in export markets - our commitment to clear communications is matched only by our particularly daunting for a trade-oriented Bank such as ours. We devotion to listening to what our customers have to say. We have stayed the course by sticking to our core values and serving our made a concerted effort to identify and respond to emerging customers better than ever, leveraging those strengths to yield needs - especially among younger customers - and the positive positive results. Our 2014 Performance Our Principled Commitment As an institution managed by experienced bankers, we take pride in Customers appreciate Commercial Bank’s unique culture because operating our business to avoid any form of volatility. Our history has they feel it welcomes and includes them. Engaging in genuine been one of steady growth, free from sudden swings and generating conversations with staff who understand their needs and want to ;* help them reach their goals, our customers feel they are part of the growth in our asset base has matched or exceeded industry norms. Commercial Bank family - especially at the branch level. Even as we lead the industry in offering alternative banking channels, we see that Total assets of the Group grew to Rs. 797 Bn. as at December 31, many customers still prefer to visit our branches and interact directly 2014, recording an impressive growth of 31.44% from Rs. 607 Bn. with our helpful, well-informed employees. a year before. More than 84% of the growth was funded from the deposits and other borrowings that grew by 41% and 43% This vital relationship-building is at the heart of Combanking and respectively during the year. Deposits crossed half a trillion mark in '7 September. Despite the lackluster demand for credit during most part of the year, our loans and advances too grew by 22.59% by the Honesty and Integrity: The transactions we conduct are invariably year end. It is noteworthy that the Bank has been able to maintain above board and designed to provide customers with the right compound annual growth rates in excess of 17% in both deposits : and loans and advances over the past decade. the available answers to the exclusion of all other factors. Rather, we tailor the best possible solution to each customer’s unique Although the income from fund-based operations did not keep pace requirements - in a banking experience that makes people feel with the growth in assets base primarily due to the net interest margin understood and valued. decreasing again from 4.53% in 2013 to 3.88% in 2014, this was mitigated to some extent by the growth in fee-based income and Transparency: Maintaining clarity and candour is a fundamental income from trading and investment related activities. Overall, total commitment of the Bank. We uphold the highest standards operating income grew by 8.11%. In contrast, operating expenses of transparency with regard to our own policies and actions, increased by 9.24%, mainly as a result of a change in the accounting Government oversight and regulation, and customer expectations. policy on depreciation (as explained in Note 19 to the Financial Statements on page 309). Impairment charges for loans and advances Competitiveness: Commercial Bank remains consistently close to decreased by 5.38% due to higher recoveries made and a favourable the marketplace, which means we are able to identify emerging trends ' and new consumer priorities well ahead of our competitors - and get !*=>>? a head start on crafting appropriate responses. Because we strive to Rs. 11.2 Bn., the third consecutive year in excess of Rs. 10.0 Bn. to know our customers well, we are ideally positioned to deliver what they need, reinforcing our competitive advantage and creating Cost to income ratio increased marginally to 47.12% from 45.58% in the positive word-of-mouth that has always been our number one 2013, while NPL ratio improved further to 3.47% from 3.88% in 2013. marketing tool. MANAGING DIRECTOR’S REVIEW 14 Commercial Bank of Ceylon PLC Annual Report 2014

Commercial Bank has solid foundations, a growing customer base and a clean Balance Sheet. We are well positioned for continued growth and ready to take advantage of promising opportunities that arise in a fast-moving marketplace.

The Pillars of Stability Our Gratitude At Commercial Bank, we consciously instill the principles of In closing, I would like to thank the former Chairman, Good Governance in every area of our operations, both within Mr. Dinesh Weerakkody and my predecessor Managing Director, our organisation and externally as we collaborate with various Mr. Ravi Dias, for their exemplary leadership during their tenure in third parties. At the same time, we have a well-developed Risk +* Management system designed to support prudent, informed decision- \ making across the board, from day-to-day interactions with account express my gratitude to the Chairman and the Board of Directors holders to the disposition of major credit facilities. This Annual Report for their conscientious stewardship and wise counsel. And all of us includes dedicated chapters explaining our approach to Governance at the Bank acknowledge the invaluable contribution made by those and Risk in detail (See pages 127 to 262). colleagues who retired in 2014 after long years of dedicated service.

The Bank has developed a formal capital management policy with Let me also convey my thanks to the Central Bank of Sri Lanka and @ + Bank’s External Auditors, KPMG, for their professional expertise and expansion while maintaining the required cushion to absorb any prompt completion of the audit. potential losses. As of December 31, 2014, the Bank’s Tier I and Tier I & II Capital Adequacy Ratios stood at 12.93% and 15.97% And lastly, to the 4,700 employees of the Bank, I can only underline respectively against the minimum stipulated requirements of 5% my deep appreciation for the diligence, insight and unwavering and 10%. loyalty you have brought to ensuring that Combanking is a mutually rewarding experience for Commercial Bank and its customers. As we In short, Commercial Bank is a highly stable institution dedicated to face both opportunities and challenges in the year ahead - and over * the enterprise we so proudly serve, not only embraces the future, but The Outlook for 2015 and Beyond Commercial Bank has solid foundations, a growing customer base and a clean Balance Sheet. Our talented staff have the capabilities and the will to adapt quickly to changing scenarios. We are well positioned for continued growth and ready to take advantage of promising opportunities that arise in a fast-moving marketplace.

One dimension of our business that has been evolving quickly is our branch expansion model. With consumers’ rapid adoption of J. Durairatnam innovative digital and mobile technologies and as most areas of Sri Managing Director/CEO Lanka are now adequately served by conventional branches, the trend is increasingly towards automating more business processes and Colombo offering customers alternative channels for completing transactions February 23, 2015 V *

During the past year, Commercial Bank’s market capitalisation X#Z[":#$"' the third enterprise in any sector - to achieve this milestone. Looking ahead, we expect the Bank’s Balance Sheet to surpass Rs. 1 Tn. in the near future. Based on our 2014 results and the continued * 16 24 28 29 31 42 62 Review of the Our Strategic Risks and Financial Operational Future Macroeconomic Business Imperatives Uncertainties Review Review by Outlook Environment Model Division

64 Strategic Direction of the Bank

Management Discussion and Analysis

This chapter elaborates the Bank’s financial and operational performance during 2014 in the backdrop of the economic landscape that prevailed and the future outlook. Also given herein are the business model that has worked well for the Bank and the strategic imperatives. MANAGEMENT DISCUSSION AND ANALYSIS 16 Commercial Bank of Ceylon PLC Annual Report 2014 Review of the Macroeconomic Environment

Global Economy Asian Economies Despite some setbacks, the uneven global recovery continues. The In China, growth projections have been revised downward slightly growth forecast for the world economy was downgraded to 3.3% ^_[}^_[`' for 2014, largely due to weaker-than-expected overall activity in the expected. Chinese authorities deployed policy measures to bolster +@^_[` economic activity. For 2015, the growth rate will likely moderate lowered to 3.5%. to 6.4% as the economy moves to a more sustainable path and residential investment slows further. World Economic Outlook In India, growth was expected to increase through the end of 2014 Projections and into 2015 as exports and investment continue to pick up, offsetting the damaging effect on agricultural growth of a monsoon 2013 2014 2015 2016 % % % % earlier in the year.

World Output 3.3 3.3 3.5 3.7 The Global Banking Sector Advanced Economies 1.3 1.8 2.4 2.4 As unlikely as it may seem for an industry that has posted a 70% United States 2.2 2.4 3.6 3.3 growth in net income since 2009 - along with strong growth in Return Euro Area -0.5 0.8 1.2 1.4 on Equity (ROE) - banks faced major challenges as they headed into Japan 1.6 0.1 0.6 0.8 2014. There is no question, the industry has rebounded from the United Kingdom 1.7 2.6 2.7 2.4 ** Emerging and balance sheets became bloated with bad loans and industry ROE Developing Asia 6.6 6.5 6.4 6.2 was in the negative at 3.7%. Since that time, banks have slashed payrolls, shed non-core businesses and written-off trillions of Dollars Russia 1.3 0.6 -3.0 -1.0 in bad assets. China 7.8 7.4 6.8 6.3 India 5.0 5.8 6.3 6.5 Still, the earnings improvements of the past several years can be ASEAN-5 5.2 4.5 5.2 5.3 largely attributed to rapidly declining provisions for loan losses and aggressive cost cutting. Today, while problem loans continue to Source: IMF World Economic Outlook Update – January 2015 decline, the impact of shrinking loan-loss reserves on the bottom line is diminishing. Given the trend now evident in the credit cycle, In advanced economies, the legacies of the pre-crisis boom and the this issue could be exacerbated as lending gradually ticks upward, subsequent crisis (including the lingering impact of high private and possibly leading to higher credit losses. More aggressive lending, public debt) continue to cast a shadow on the recovery. Emerging * markets are adjusting to rates of economic growth lower than those banks to lower credit standards; this in turn could potentially lead to reached in the pre-crisis and immediate post-crisis periods. Overall, higher credit costs and even more scrutiny from regulators concerned the pace of recovery varies from country to country. about deteriorating underwriting standards.

Financial markets have been buoyant, with high equity prices, The mergers and acquisitions ‘wave’ that was widely expected to compressed spreads and very low volatility. However, this situation sweep through the global banking industry over the past several has not translated into a rise in investment, which - particularly in years has amounted to little more than a ripple. There were 162 bank advanced economies - has remained subdued. X#^_[>* 111 in the equivalent period two years earlier. Still, mergers, joint Advanced Economies ventures and strategic acquisitions remain a powerful tool for growth. Growth is expected to strengthen in 2014-15 across most advanced economies, but once again the pace of recovery will vary across # regions. The US is expected to enjoy the strongest rebound in is through mergers, acquisitions or joint ventures. Whatever course growth, while the post-crisis brakes will ease more slowly in the Euro individual banks may choose to pursue, the way forward will not be Area and Japan will continue to grow modestly. easy and in many cases will require a paradigm shift in business culture and yet the alternative is even less palatable: a gradual slide Emerging Markets and Developing Economies into irrelevance, with lingering regret over an opportunity missed. Growth in emerging markets and developing economies was projected Therefore, transformation is inevitable - and the time to begin is now. to increase modestly through the second half of 2014 and into 2015, (Banking Outlook 2014: An Industry at a Pivot Point - KPMG) supported by stronger domestic demand, as well as a recovery in external demand fuelled by faster growth in advanced economies. Annual Report 2014 Commercial Bank of Ceylon PLC 17 MANAGEMENT DISCUSSION AND ANALYSIS

Review of the Macroeconomic Environment

Shadow Banking +' As 2015 gets underway, banks in the US still face scrutiny over a long list of issues and when the European Commission imposed without being subject to regulatory oversight - constitutes about one- a new interest rate settlement, it vowed to keep probing the rate- fourth of all intermediation worldwide. The US, the Euro Area and the rigging issue. Nearly three-quarters of the penalties stemmed from UK have the world’s largest shadow banking systems, according to investigations conducted in conjunction with overseas regulators, Financial Stability Board (FSB) data. mainly in the US, who also imposed hefty penalties. (Sources: Reuters) Broad Shadow Banking Measures Broad Shadow Banking Measures (Percent of Banking Assets) Developments in the Implementation of Basel lll (%) By the end of 2013, all members of the Basel Committee on Banking Supervision had implemented Basel III risk-based capital regulations. 240 Efforts are now underway to adopt Basel III standards for liquidity 210 and leverage ratios, as well as for global systemically important banks (G-SIBs) and domestic systemically important banks (D-SIBs). As of 180 #^_[}*^= 150 on the liquidity coverage ratio (LCR), by 23 members on the leverage ratio and by 23 members on G-SIB or D-SIB frameworks. 120

90 With regard to ongoing implementation efforts, the Committee will continue to emphasise consistency of practices and the rigorous 60 +!& 30 for 2014-2016 will be to strengthen monitoring mechanisms while 0 continuing the semi-annual assessment of Banks’ progress in meeting 02 04 06 08 10 12 the Basel III requirements. The Committee also plans to complete the @"\\\ US UK Euro Area EMEs by 2016, and to begin assessment of LCR and G-SIB and D-SIB

Sources: Financial Stability Board; IMF, World Economic Outlook standards from 2015 onwards. database and IMF staff estimates. EME = Emerging Market Economy Once fully-implemented, the Basel III framework is expected to improve banks’ resilience to asset and liquidity stresses and shocks. Having said that, it is too soon to conclude that the industry has achieved stronger creditworthiness. Globally, banks have made Since the crisis, global regulatory reforms co-ordinated by the FSB substantial improvements in their fundamentals, including reductions have called for greater disclosure of asset valuations, improved *'* governance, ownership reforms, and stricter oversight and regulation * of shadow banks. There are concerns that the ongoing tightening of challenged in meeting full Basel III requirements while at the same bank regulations may be encouraging a shift of traditional banking activities into the shadows. regulatory constraints. (Global Financial Stability Report, October 2014, IMF) (Moody’s global review of Basel III implementation highlights progress made and jurisdictional differences, August 3, 2014 Moody’s Investors Service) Penalties Imposed on US and UK Banks for Irregularities Fines and settlements paid to US federal and state authorities cost banks more than US $40 Bn. in 2014, according to Reuters estimates. At the same time, European authorities handed out record X#Z>"+7 € regulators appear to be working more effectively with one another as they all strive to share in any material penalties. MANAGEMENT DISCUSSION AND ANALYSIS 18 Commercial Bank of Ceylon PLC Annual Report 2014

Review of the Macroeconomic Environment

Local Economy The Sri Lankan economy has grown at an annual average rate of 7.5% over the past three years. This upward trend is expected to continue, with the services sector as the key driver of GDP growth spurred by export trade and the hotels and other tourism related activities. The ongoing boom in the tourism industry could also result '#$&! activity, which represents 10% of GDP, is also buoyant, supported by continued foreign direct investment (FDI).

Sector Contribution to GDP

Contribution to GDP Growth (%) Share of GDP (%) Sector 1H 2013 1H 2014 1H 2013 1H 2014

Agriculture 1.9 4.6 11.6 11.1 Industry 48.3 49.5 30.7 32.1 Services 49.8 45.9 57.7 56.8

The revival in global demand in 2014 supported growth in these sectors and looking ahead, enhanced growth prospects in the US economy could boost the Sri Lankan manufacturing sector over the next few years.

Loan growth, excluding personal loans, is showing signs of improvement, and capital markets activity is on the rise. Sri Lanka has seen two US Dollar-denominated corporate bond issues in 2014. ‚'* listings in 2014. Turnover value on the Colombo Stock Exchange almost doubled compared to the previous year.

While rapid economic growth has helped Sri Lanka’s Government to ƒ„†;‡ the civil disturbances in 2009, the public debt burden remains high.

Inflation #$'ˆ[ †^_[}\* in the Colombo Consumers’ Price Index (CCPI), was 2.1% on a YoY †^_[}+' supported by a sharp reduction in energy prices and lower prices of some key commodities in the international market.

The direct and indirect impact of the recent reduction in the prices of essential items by the Government, lower commodity prices in the international market and also the impact of lower utility costs are likely Annual Report 2014 Commercial Bank of Ceylon PLC 19 MANAGEMENT DISCUSSION AND ANALYSIS

Review of the Macroeconomic Environment

Ination [CCPI & CCPI (core)] Credit to the Private Sector (%) The banking sector’s YoY growth in credit provided to the private sector declined up to July 2014. The main reasons for this include 10 a drop in pawning advances, falling credit demand from the private 9 sector, the repayment of high interest loans with new loans obtained 8 at lower rates and borrowing by private sector organisations from 7 foreign sources and through corporate bond issues. 6 However, the private sector credit growth started to pick up from 5 August 2014 onwards due to further relaxation of the monetary policy, 4 introduction of a Credit Guarantee Scheme on Pawning Advances in 3 June 2014 and the increase in the general income level of the people etc. 2 1 External Sector 0 A strong recovery in exports in the second half of 2013 which Dec- 10 Dec- 11 Dec- 12 Dec- 13 Dec- 14 continued into 2014, combined with declining imports and continued *#$& CCPI A.A. CCPI (Core) A.A. balance of payments in the past year. This trend, together with issuance of external debt, enabled the CBSL to accumulate A.A Annual Average international reserves.

International Reserve Position Interest Rates V* issuances, helped to replenish Sri Lanka’s foreign exchange reserves. Interest rates in Sri Lanka declined during 2014. This trend was ' helped by the monetary policy measures adopted by the CBSL, which &' were designed to enhance credit growth and drive the GDP. Over the past year, the interest rates on Government Securities declined #$&„/X#Z‰‰" of September 2014, which was equivalent to 5.6 months of imports. offered by commercial banks. Exchange Rates and Gross Official Reserves (GOR) Interest Rates Movement LKR/Other Currencies (Y1) & GOR in USD Mn. (%) (Rs./Y1) (USD Mn../Y2)

16 300 12,000

14 250 10,000 12 200 8,000 10

8 150 6,000

6 100 4,000 4 50 2,000 2

0 0 0 Dec- 10 Dec- 11 Dec- 12 Dec- 13 Dec- 14 Dec- 10 Dec- 11 Dec- 12 Dec- 13 Dec- 14

12 Months Treasury Bill Rate Prime Lending Rate USD (Rs./Y1) EURO(Rs./Y1) GOR (USD Mn./Y2) Average Weighted Fixed Deposit Rate MANAGEMENT DISCUSSION AND ANALYSIS 20 Commercial Bank of Ceylon PLC Annual Report 2014

Review of the Macroeconomic Environment

The domestic foreign exchange market remained relatively stable in 2014. The Sri Lankan Rupee held its value against the US Dollar with a marginal depreciation. Based on cross-currency exchange rate movements, the Rupee appreciated against the Euro, the Japanese Yen and the UK Sterling Pound.

The Share Market The Colombo Stock Exchange recorded a stellar performance in 2014, surpassing several previous records.

In 2014, the Standard & Poor’s Sri Lanka 20 (S&P SL 20) Index }*___+ capitalisation surpassed Rs. 3.0 Tn. mark, closing the year at Rs. 3.105 Tn. The All Share Price Index (ASPI) crossed the 7,500 mark and closed the year at 7,299.

Sri Lanka’s stock market also did well compared to global markets. It is one of the six best-performing markets internationally and one of '*V#;\ a year-to-date growth of 23.4% as of December 31, 2014.

Key Economic Indicators and their Impact to Commercial Bank

Economic Indicator Movement During 2014 Cause for Movement Impact on Commercial Bank

The world economy The world economy is estimated to Sri Lanka’s major export destinations such as US, Helped the Bank to record (World output) have recorded a growth of 3.3% in UK and Euro area are estimated to have recorded substantial growth in loans and 2014 (3.3% in 2013). better economic growth rates in 2014. advances.

Local economy The Sri Lankan economy is estimated # Helped the Bank to increase in (GDP) to have recorded a growth of 7.8% industrial sector. business volumes substantially. in 2014.

\ \ $ Helped the Bank to record interest rates lower single digit levels and a decline market interest rates. substantial growth in loans and in market interest rates. advances.

Exchange rate The LKR/USD exchange rate moved The Rupee appreciated gradually up to October Resulted in reducing the (LKR/USD) within a range of Rs. 130 – 132 +* " it depreciated slightly with increased demand for foreign exchange particularly due to higher import demand.

Credit to the private Increase in private sector credit Low private sector credit by banks during the Helped the Bank to record sector by banks by banks during the latter part of substantial growth in loans the year. second half of the year due to an improvement in and advances during the second business sentiments supported by appropriate half of the year. monetary policy. Annual Report 2014 Commercial Bank of Ceylon PLC 21 MANAGEMENT DISCUSSION AND ANALYSIS

Review of the Macroeconomic Environment MANAGEMENT DISCUSSION AND ANALYSIS 22 Commercial Bank of Ceylon PLC Annual Report 2014

Review of the Macroeconomic Environment

Banking Industry Credit to Private Sector One of the key developments which took place during the year was In December 2014, credit extended to the private sector by commercial [ banks grew by 8.8% on a YoY basis, maintaining its upward trend plan proposed by the Central Bank. Under this plan, quite a number since August 2014. In absolute terms, credit obtained by the private of acquisitions and mergers took place in the industry among both sector recorded a historic high of Rs. 76.5 Bn. during the month of Banks and Non-Banking Institutions. December, resulting in a cumulative increase in private sector credit In addition to the above, the following major activities within the growth indicates increased credit disbursements to the industrial and sector were witnessed during the year. services sectors in the latter half of 2014.

Total Assets Non-Performing Advances !"#$&'( The growth of total assets in the banking sector moderated during the decreased in 2014. This was largely due to a decline in NPLs ^_[}* connected to pawning advances during the year, as well as the efforts +V !!!!""! * asset quality. Except for pawning, all other major loan products had !$&'" Growth in Assets Trend in NPL (Rs. Bn.) (%) (Rs. Bn.) (%)

8,000 24 200 8

7,000 21 175 7

6,000 18 150 6

5,000 15 125 5

4,000 12 100 4

3,000 9 75 3

2,000 6 50 2

1,000 3 25 1

0 0 0 0 10 11 12 13 14- Nov 10 11 12 13 14- Nov Gross NPL Ratio (%) Net NPL Ratio (%) Assets (Rs. Bn.) Growth (%) Gross NPL Volume (Rs. Bn.)

Credit to Private Sector (Year on Year Change) Growth in Deposits (Rs. Bn.) (%) (Rs. Bn.) (%)

100 16 4,900 21

80 14 4,200 18 60 12 3,500 15 40 10 2,800 12 20 8 2,100 9 0 6 1,400 6 (20) 4

(40) 2 700 3

(60) 0 0 0 Jan 14 Dec 14 10 11 12 13 14- Nov

Monthly Change in Credit to Private LKR Deposits (Rs. Bn.) FCY Deposits (Rs. Bn.) Credit (Rs. Bn.) Sector (YoY Change %) Growth (%) Annual Report 2014 Commercial Bank of Ceylon PLC 23 MANAGEMENT DISCUSSION AND ANALYSIS

Review of the Macroeconomic Environment

Deposits Pro tability Ratios The CASA (current and savings account) ratio increased from 34.4% (%) in December 2013 to 38.0% by November 2014. 63.0% of the increase was due to increase in Savings deposits. 84 78 Borrowing 72 As at end November 2014, foreign currency borrowings in Sri Lanka represented 60% of total borrowings, of which 94.5% was borrowed from foreign sources. 24

Growth in Borrowings 18 (Rs. Bn.) (%) 12

1,400 35 6

1,200 30 0 10 11 12 13 14- Nov 1,000 25 Interest Margin Return on Assets 800 20 Cost to Income Ratio Return on Equity

600 15

400 10

200 5

0 0 10 11 12 13 14- Nov

Growth (%) LKR Borrowings (Rs. Bn.) FCY Borrowings (Rs. Bn.)

Profitability and Efficiency &+'-/:-"!;"! to the previous year for several reasons:  An increase in net interest income due to delayed effect of rate reductions.  Gains on investments in securities with declining yields.  A lower level of provisions required during 2014 compared to 2013.  ="!">! expenses in proportion to total operating cost while increasing the total income.

New Banking-Related Legislation/Policies Adopted in 2014

Further strengthened capital  Implemented Standardised Approach for Operational Risk under Basel II planning and risk management  Reviewed Internal Capital Adequacy Assessment Process (ICAAP) document submitted by banks under Pillar II of Basel II  Issued a Consultation Paper on Basel III - Liquidity Coverage Ratio Enhanced risk management  Issued Guidelines on stress testing of Licensed Commercial Banks (LCBs) and Licensed Specialised standards of banks Banks (LSBs)  Issued Directions on Regulatory Framework on Valuation of Immovable Property of LCBs and LSBs Focus on Information  Introduced the Baseline Security Standard for Information Security Management Security Management  Established the Bank Computer Security Incident Response Team Implementation of Financial  Financial Sector Consolidation Unit established and guidelines were issued about the consolidation Sector Consolidation plan ! Application of new accounting  Implementation of SLFRS 13 on ‘Fair Value Measurement’ which provides guidelines of fair value standards effective from measurement and disclosures January 01, 2014 MANAGEMENT DISCUSSION AND ANALYSIS 24 Commercial Bank of Ceylon PLC Annual Report 2014 Our Business Model

CUSTOMERS EMPLOYEES INVESTORS GOVERNMENT SUPPLIERS SOCIETY AND AND INSTITUTIONS BUSINESS ENVIRONMENT PARTNERS

Vision & Mission

Contribution towards Economy Contribution towards Society Contribution towards Environment

Revenue Streams Cost Structure

DISTRIBUTION Interest Income Personnel Expenses PRODUCTS CHANNELS Fee Income Administrative Expenses & SERVICES Trading Gains Other Overheads Branches Loans & Advances ATMs Deposits Divisions Internet Banking Lease Financing Mobile Banking Personal Banking Corporate BankingTreasury International Operations Corporate Financing Telephone Banking

Trade Financing SMS Banking Strategic Imperatives Foreign Exchange Electronic Cards Products

Business Promotion Interest Rate Officers in Exchange Cost Being Minimising Human Adding Prudent Exemplary Managing Managing Products K> Responsible Environmental Resource Value to the Houses Growth Governance Capital Risk via Innovation to the Community Footprint Development Investor Remittance KIOSKS Services

Call Centre Investment Banking POS Machines CORE COMPETENCIES Islamic Banking Strong State of Committees Higher Priority Banking for Financial Island wide Single Widespread Cost Corporate/ the Art and Single Stability and Branch Largest ATM Correspondent Effective High-net-worth Brand Information Competent Borrower Strength Network Network Network Operations Customers Image Technology Staff Limit

COMMERCIAL BANK OF CEYLON PLC

BANKING SECTOR

LOCAL ECONOMY

GLOBAL ECONOMY Annual Report 2014 Commercial Bank of Ceylon PLC 25 MANAGEMENT DISCUSSION AND ANALYSIS

Our Business Model

Q""-!">; They meet this challenge by applying a greater degree of gearing: with 77% of our funding mix comprised of deposits and 76% of banks’ ability to accept public deposits makes it possible to gear the those deposits provided by individual customers. Focused mainly ROA higher in relation to shareholders’ equity. on traditional banking activities, we leverage our strengths and core competencies through a proven business model - the mechanism by The effectiveness of the Bank’s business model has enabled us to which we deliver value to our stakeholders, derive value in return and !!:!:>!"" !: over the years, as shown in the following table:

The Bank’s business model has been evolving over time in response 2014 2013 2012 2011 2010 !":> steadily tightening of regulatory oversight, the rapid development of ROA (%) 1.60 1.87 2.12 1.94 1.60 new information and communication technologies, and constantly Gearing (times) 10.63 9.84 9.89 10.45 11.17 changing customer behaviour. As a result, we have been reshaping our operations to become more customer-centric, developing a ROE (%) 17.01 18.40 20.96 20.28 17.87 !"/ X""-> Gearing in this context is essentially a matter of growing new value proposition to meet the expectations of retail and corporate business by attracting customer deposits and then lending those customers that we understand better than ever before. The diverse funds to prospective borrowers. As such, the ability to expand the products and services Commercial Bank offers today, and the range Bank’s operation, deriving sustainable value through growth, invariably :>"; depends on our success in subsequently delivering value and/or more integrated, relevant and valued customer experience. creating opportunities to do so in the future.

At the same time, our business model remains simple and clearly In addition to the organic growth that the Bank has sustained over aligned with the Bank’s strategic objectives. Consciously avoiding many years, we are always alert to opportunities for inorganic growth. complex, structured products, we have achieved consistently steady Recent history provides two such examples: our acquisition of the performance as we advance against our own record (refer the Bangladesh operation of Credit Agricole Indosuez in 2003, and ‘Decade at a Glance’ on page 412 to 415) and in relation to our our pending launch of banking operations in Myanmar - through a peers in Sri Lanka’s competitive banking sector. Commercial Bank’s !>::- !>:" by that Nation’s Government. A Model of Uniqueness We Know Our Customers -:": depositors and borrowers, between importers and exporters, Commercial Bank serves two broad categories of customers: regular :":;: and walk-in. Regular customers include depositors and borrowers commercial ventures. The business model of a bank therefore differs who maintain an ongoing relationship with the Bank. They enable >">! us to generate revenue from fund-based operations in the form of net interest income - the differential between interest charged and The principal differentiator is that the Return on Assets (ROA) interest paid - as well as from fees and commissions. For walk-in :> customers, on the other hand, we simply provide over-the-counter businesses; a bank’s ROA tends to hover around 2%, in contrast to services that generate fee-based income. returns as high as 20% in most other sectors. However, in order to ";" We have segmented the Bank’s regular customer base with a view generate a ROE comparable to that of other publicly traded entities. to better understand their preferences and attitudes in order to offer tailor-made combinations of products and services, delivery channels, benchmarked service standards and streamlined internal processes. This individualised approach has enabled us to maximise customer "" Customer Segmentation and Target Market

Criteria Corporates SMEs Micro Customers Mass Market High net-worth Individuals Income/Size of Either Annual Business Annual Business Exposure < Rs. 200,000 Individuals not falling into Individuals with banking Relationship/Business Turnover > Rs. 600 Mn. or Turnover < Rs. 600 Mn. and and availing dedicated other categories relationships above set Turnover/Exposure Exposure > Rs. 200 Mn. Exposure < Rs. 200 Mn. products thresholds Price sensitivity High Moderate Low Low High Products of interest Transactional and Factoring, Leasing and Transactional Transactional Investment Trade Finance Project Financing No. of transactions High Moderate Low Low Low Level of engagement High Moderate Low Low High Objective Funding and Growth Funding and Growth Funding and Advice Personal Financial Needs Wealth Maximisation Background Rated, Large Corporates Medium Business Self Employed Salaried Employees Businessmen/ Professionals No. of banking Many Many A few A few Many relationships Level of competition High Moderate Low Moderate High from banks MANAGEMENT DISCUSSION AND ANALYSIS 26 Commercial Bank of Ceylon PLC Annual Report 2014

Our Business Model

Structured for Success Functionally, the Bank operates four distinct business units. Our business has become increasingly technology-intensive over Corporate Banking Division meets the constantly evolving needs of the past decade, requiring us to work closely with a number of corporations and SMEs. Personal Banking Division serves the full leading-edge IT vendors. These companies partner with us to range of micro-level, mass-consumer and high-net-worth customers; develop innovative solutions in customer relationship management, !"! multi-channel integration, business process improvement, loans service. A third unit, Treasury, plays a critical role by managing the origination and processing, risk management, business intelligence Bank’s interest rate risk, trading in foreign exchange, facilitating and much more. liquidity and funding needs, and investing excess funds. And lastly, our Off-shore Banking Centre and Bangladesh operations come As we maintain and enhance a large network of branches and under the purview of International Operations. alternative channels, our cost structure consists primarily of human resources expenditure (56%) and administrative and real estate We understand that each customer has one or more preferred expenses (37%). In addition, we must make adequate provisions for channels to interact with the Bank. Commercial Bank has deployed impairment on loans and advances. multiple channels to connect with our customers. These range from conveniently located bricks-and-mortar branches to alternative With a cost to income ratio of 47.13%, Commercial Bank is one of distribution channels that increasingly leverage information and "!:-!!-> communication technologies - including ATM networks, call centre measure of success is a testament to the soundness of our value services and Internet Banking and mobile banking. The chart below proposition, the effectiveness with which we deliver it and, above all, shows the Bank’s channels mix and their primary target segments: the time-tested business model that provides the foundation for all of our efforts. Channel Mix and Target Market

Customer Segment Branches Internet ATMs Call Centre Mobile Relationship Business Premier Banking Banking Managers Promotion Banking ^ Units

Corporates Yes Yes No Yes No Yes No No SMEs Yes Yes No Yes No No No No Micro Yes Yes Yes Yes Yes No No No Mass Yes Yes Yes Yes Yes No Yes No High-net-worth Yes Yes Yes Yes Yes Yes No Yes

Drawing from a broad spectrum of market-sensitive products and ;Q""-/!! !_!!"" products and services on offer include corporate banking to retail banking and from investment banking to treasury. A detailed list of products and services is given on page 27.

To support the delivery of targeted services cost-effectively, we have been moving increasingly towards a shared-services model for the Bank’s central functions. This enables us to take advantage of synergies across the organisation, as various cross-functional -!;!: joint initiatives.

In addition to our permanent workforce of full-time and part-time employees, we contract the services of outsourced staff for non-core activities. The Bank also operates four subsidiary companies, of which two are primarily engaged in providing support services to our regular operations. Annual Report 2014 Commercial Bank of Ceylon PLC 27 MANAGEMENT DISCUSSION AND ANALYSIS

Our Business Model

Bank’s Products and Services Portfolio

Personal Banking Corporate Banking Treasury Operation International Operations

Deposit Products Corporate Banking Derivatives Bangladesh Operation  Current Accounts  Term Loans  FCY and Interest Rate Swaps Deposit Products  Achievers’ Current Accounts  Working Capital Financing  Forward Exchange Contracts  Current Accounts  Regular Savings Accounts  Leasing and Factoring  LKR and FX Options  Savings Accounts  Power Saver Accounts  Payment Solutions for  Caps, Floors and Collars  Fixed Deposit Accounts  Super Saver Accounts Corporate Clients  Margin Accounts   Fixed Deposits Investment Advice and Interest Rate Products  Money Market Accounts  Foreign Currency Deposits Evaluation  Money Market Products   Money Market Accounts Term Deposits  Fixed Income Securities Advances   Call Deposits Savings Accounts Trading  Personal Loans    Udara Senior Citizens’ Current Accounts Repurchase Transactions on  Term Loans Government Securities Accounts  SME Loans  Investment Banking Arunalu Children’s Savings  Housing Loans Accounts  Foreign Exchange Products Structuring, Managing  Auto Loans  Isuru Minors’ Savings and Underwriting of Initial  FX Dealings  Lease Financing Accounts Public Offerings and Private  FX Hedging  DotCom Youth Savings Placements of Equity Maldivian Operation Accounts  Margin Trading Facilities  Project Financing  Anagi Women’s Savings  Structuring of Corporate Debt  Accounts Instruments Development Lender in Syndicated Facilities  Future Pensions Plan  Securitisation  Syndicated Loans Remittance Services Advances  Escrow Accounts  ComBank e-Exchange  Personal Loans  Project Financing  MoneyGram  Term Loans  Custodian Services  SME Loans  Housing Loans Trade Finance  Lease Financing  Import/Export Financing  Hire Purchase  Shipping and Other Guarantees  Fee-based Operations Structured Trade Finance Services  Paymaster  Facilities for International  Credit/Debit Card Services Trade Payments (i.e., Letters  Utility Bill Payments of Credit, Documents against  Mobile Phone/SMS Banking payment, Documents against  Internet Banking acceptance, etc.)  Tele-Banking  Bancassurance Others  e-Exchange  Islamic Banking  Bullion Trading Other Services  SWIFT Facilities  365/Holiday Banking  Internet Banking  Weekend Banking  Priority/Elite Banking MANAGEMENT DISCUSSION AND ANALYSIS 28 Commercial Bank of Ceylon PLC Annual Report 2014 Strategic Imperatives

These strategic imperatives encompass all areas of our business, from corporate governance and the management of risk to social responsibility and sustainability - and, of course, the value we deliver to investors. The following overview outlines the key imperatives that will drive our decision-making and operational activities through the coming year and beyond:

PRUUDDEENNT GROWTH MANAGINGG RISK BEINNGG RRERESESSPPOPONONSIBLE TO THHEE COMMMMUNITY º Improve the product/service portfolio to º meet customer needs. all key business areas. º º !" º Set up a comprehensive risk governance responsibility (CSR) policies. awareness of its offering. framework. º Target priority areas in community-focused º Increase in fee-based income. º Implement the Internal Capital Adequacy sustainability. Assessment Process. º Expanding the branch network and other distribution channels. º Conduct regular business continuity planning º #! º Fine-tuning risk-return trade-off. MINIIMMMIISINNGG OUO R ENVVIVIRIRROONNMEENTAL FOOOTPRIRINT

º COSTT-T-E-EEFFFFICIEENCYVY VIAA Environmental Management System (SEMS) INNNNNOVVAVATATTION to all credit proposals and own activities. º Continue moving steadily towards the º "! widespread adoption of green banking through innovation. practices. º Automate existing manual functions. º Centralise core business functions. º Promote channel migration. º Strengthen Activity Based Cost allocation HUMMAN RRERESESSOURCES DEVEELLOOPMENT STRATEGIC º Ensure a fair and consistent wage policy. EXEMPPLLAARARYY GOVERNANCNCECEE IMPERATIVES º Manage talent effectively to maximise the º Strict compliance on corporate governance. º Conduct business adhering to code of ethics º Staff training and development. of the Bank. º º Be a model corporate citizen

ADDDINNGG VALUE TO MANAGINNG CAPITAL INNVEESSTORS

Manage risk-weighted assets through prudent º Maintain a reasonable level of provision º º Direct strategic decision-making towards cover, lower the open credit exposure ratio capital allocation. medium and long term value creation. and enhance unencumbered capital. Balancing shareholder return with future º º Uphold a win-win dividend policy for the Creating a culture of risk awareness. expansion. º Bank and its shareholders. º Capital augmentation plan as part of the !!$ Annual Report 2014 Commercial Bank of Ceylon PLC 29 MANAGEMENT DISCUSSION AND ANALYSIS Risks and Uncertainties

The Bank’s Response to Salient Risks and Uncertainties ! the challenges are to adapt and evolve in such an environment whilst managing strategic and business goals.

"#$% Commercial Bank’ on pages 218 to 245) are tabulated below along with the responses to mitigate the negative consequences arising therefrom.

Risks and Uncertainties Bank’s Response

1. Stiff Competition Competition to increase volume and market share will  &'# be intense in future. Amid this intense competition within products for high-end corporate customers. the industry, the Bank is required to maintain its strong  Market Development by moving into new markets both locally and competitive position through adopting sustainable overseas. growth strategies.  Driving through state-of-the-art technology stemming from its overall business strategy.

 Customer attraction and retention through strategic positioning and strong corporate brand image.

2. Thinning Margins Intense competition coupled with the pressure from  The Assets and Liabilities Committee of the Bank continuously aligns its regulators will cast uncertainties on the margins of strategies to optimise the maturities of assets and liabilities to mitigate the banking business. This will demand the Bank to the possible impact to interest margin due to maturity mismatches. continuously align its strategies to optimise the margins  '*# through maintaining the quality of the loan portfolio and will enable the Bank to improve interest margins while minimising the mitigating the possible implications to interest margins associated risks. due to maturity mismatches.  + minimising the non-performing advances.

 Concentrate more on new fee-based income sources.

3. Maintaining the Cost Structure of the Bank Maintenance of cost structure and the cost to income  The Bank has adopted an investment approach in managing its costs and seeks to maintain a balance between cost structure and strategic across the globe. The Bank will face tremendous execution. pressure in maintaining the desired cost structure in  Continuous search for internal process improvements of the Bank which the midst the competition and the constantly increasing # operating costs.  Cost conscious culture of the Bank which evaluates costs incurred against the value added by respective cost centre.

4. Quality of Assets The quality of Bank’s assets, principally loans and  Adopt a holistic approach to lending decisions. Executive Credit Policy advances depends on the borrowers’ credit worthiness and Risk Management Committees establish strategic direction, risk and the level of non-performing advances. tolerance levels and ethics in asset management.

5. Pressure on Capital Banks are required to ensure that they possess  0# 0  Mobilise adequate Tier II capital to supplement the Core Capital. adequacy is thus a regulatory benchmark.  Regularly participate in local and regional business forums to attract potential investors. MANAGEMENT DISCUSSION AND ANALYSIS 30 Commercial Bank of Ceylon PLC Annual Report 2014

Risks and Uncertainties

Risks and Uncertainties Bank’s Response

6. Financial Disintermediation Financial disintermediation is one of the main threats  Adopting a proactive approach in identifying emerging opportunities #! ###  Bolster retail banking through geographical expansion. institutions and invest the money directly in the marketplace to earn a higher yield even though at a  +# higher risk. performance of the Bank.

7. Limits on Off-Shore Expansion Constraints on capital requirements and other qualitative  %7* factors may act as obstacles to the Bank’s strategy to &7"&79! expand into international markets.  Continue to seek new overseas opportunities while consolidating Bangladesh operation.

8. Adverse Macro-Economic Conditions

Macro-economic developments impact disposable  Corporate plan and the Budget capture some of the future uncertainties income and savings patterns of customers which in turn in the planning process of the Bank. has a bearing on the Bank’s business.  A dedicated team engaged in monitoring economic trends and their implications to the industry.

 Continually review the suitability of the risk policies and controls.

 Monitoring the economic impacts on vulnerable sectors.

9. Change in Socio Demographic Aspects and  Availability of New Product Development Committee to develop Different Perceptions of Generation Y new products in line with Bank segmentation, targeting and positioning strategies.

 Continuous evaluation on changes and developments in the external # risk of the Bank.

10. '*+  Availability of Central Regulatory Corresponding Unit including Various Local and International Rules, Anti Money Laundering Unit. Regulations and Requirements Including  ;7* new/revised Sri Lanka Accounting Standards. Management.

 Obtaining external consultancy as and when required with regard to compliance requirements, especially in terms of international requirements.

 Having a dedicated team of staff members who are continuously trained/updated on changes in SLFRS/LKAS. Annual Report 2014 Commercial Bank of Ceylon PLC 31 MANAGEMENT DISCUSSION AND ANALYSIS Financial Review

With our long history of proven track record (refer ‘Decade at a Year after year, the Bank has generated improved results in both Glance’ on pages 412 to 415), and the recognition and trust that V! such consistently strong performance has built, Commercial Bank to all areas of the country and also established a presence in of Ceylon PLC is well-established as Sri Lanka’s benchmark private Bangladesh. Currently, we have a market share of approximately sector bank. Among our valued stakeholders and the public generally, 11% to 12% within Sri Lanka’s banking sector, measured by assets, we have been regularly recognised and rewarded for our sound deposits and advances. ** governance, accountability and transparency, and much more. Propelled forward by the momentum from past achievements, we moved into 2014 well-prepared to navigate the seas of strong In Commercial Bank’s early years, we catered to a highly specialised competition in the banking industry. After setting ambitious targets **## at the beginning of the year via the Corporate Plan and Budget, we leaders in the retail banking arena, responsive to needs of our leveraged our extensive resources and focused all of our efforts customers and proud to share in their success. The following indicators on achieving budgeted targets through organic growth. A detailed demonstrate our progress over the period from 2009 to 2014. Z[\]# the Annual Report. For the Year Ended/ As at December 31, Growth CAGR*** ;^_; 2014* 2009** Over 2009 (5 Years) Standards (SLFRS/LKAS), except a few areas which have been Rs. Mn. Rs. Mn. Rs. Mn. % analysed based on management accounts prepared in accordance with the Central Bank of Sri Lanka (CBSL) guidelines. Data for &@! 11,180.2 4,305.0 6,875.2 21.03 2011 – 2014 is based on SLFRS/LKAS; all results prior to that Deposits 529,361.5 234,744.7 294,616.8 17.66 period were based on previous accounting standards. Loans & advances (Gross) 463,586.3 178,891.3 284,695.0 20.98 Profitability Interest earning assets 734,661.4 292,042.8 442,618.6 20.26 The Bank performed exceptionally well in 2014, earning more than \[[@!V Interest bearing liabilities 638,787.0 258,195.4 380,591.6 19.86 sustained this high level of performance despite the less-than- conducive macroeconomic conditions affecting Sri Lanka during the Total assets 795,609.6 322,314.7 473,294.9 19.81 year. Continuing the trend that prevailed in the latter part of 2013, No. of branches 257 187 70 – the country’s banking industry experienced low demand for credit, No. of ATMs 625 368 257 – #0@ No. of employees 4,852 4,071 781 – credit growth in the private sector, as revealed in data released by the CBSL. As well, the Bank’s restrictive approach to pawning advances * Based on SLFRS/LKAS *** Compound Annual Growth Rate contributed to overall slow growth in advances. ** Based on SLAS As a result of this situation, earning assets shifted to low-yield Government Securities for most of 2014, as the majority of banks compelled to maintain high liquid asset ratios relative to the statutory minimum of 20%. At the same time, Sri Lanka’s banking sector experienced an increase in non-performing advances (NPAs), except pawning.

{#@!@! summarised below:

For the Year Ended Growth Over 2013 2014 2013 Rs. Mn. Rs. Mn. Rs. Mn. %

Pre-VAT,NBT and +! 18,425.2 16,479.5 1,945.7 11.81 &@! 15,736.2 14,510.5 1,225.7 8.45 &@! 11,180.2 10,445.5 734.7 7.03 MANAGEMENT DISCUSSION AND ANALYSIS 32 Commercial Bank of Ceylon PLC Annual Report 2014

Financial Review

Quarterly Profits 0 throughout 2014, when compared with the corresponding quarters of the previous year. The Bank’s primary sources of income, both fund-based and fee-based, saw good growth. Despite shrinking interest margins in each quarter relative to the previous quarter, the Bank also grew well at the level of net interest income, mainly owing to our judicious fund management strategies. As well, we were able to maintain our cost structure at its optimum level, which #0* as shown below:

2014 Quarter ended March 31 June 30 September 30 December 31

Pre-VAT, NBT and Income Tax "%9 3,896.9 3,690.1 5,531.7 5,306.5 Growth over 2013 (%) 4.73 (0.89) 24.54 15.51 &@! (Rs. Mn.) 3,290.6 3,183.6 4,738.6 4,523.4 Growth over 2013 (%) 1.88 (2.88) 21.62 10.15 &@! (Rs. Mn.) 2,278.7 2,200.6 3,325.6 3,375.3 Growth over 2013 (%) 1.68 (1.35) 20.40 5.10 Annual Report 2014 Commercial Bank of Ceylon PLC 33 MANAGEMENT DISCUSSION AND ANALYSIS

Financial Review

Net interest income - the principal source of income from the Total Deposits and Loans and Advances Bank’s fund-based operations - reached Rs. 27,221.8 Mn. in 2014, (Rs. Mn.) an increase of Rs. 1,337.0 Mn. or 5.16%, compared to Rs. 25,884.9 Mn. recorded in 2013. This was a noteworthy 560,000 achievement, given the substantial reduction in interest spread 490,000 experienced by the Bank over the course of the year - a decrease of 70 basis points, from 4.23% in 2013 to 3.54% in 2014. 420,000

Despite substantial growth in interest-earning assets, the Bank’s 350,000 interest income declined by Rs. 931.6 Mn. or 1.48% to 280,000 Rs. 61,832.0 Mn. in 2014, compared to Rs. 62,763.6 Mn. recorded @#* 210,000 interest expenses also decreased by Rs. 2,268.6 Mn. or 6.15% 140,000 to Rs. 34,610.2 Mn., compared to Rs. 36,878.8 Mn. in 2013. The main factor driving the downward trend in both interest income and 70,000 expenses was the timely re-pricing of Bank’s assets and liabilities 0 portfolio several times during the year, as we worked to stay aligned 10 11 12 13 14 with the general decline in market interest rates. Gross Loans & Advances Total Deposits Analysis of net interest income taking into account changes in average volumes and rates compared to the previous year is summarised below:

Bank was able to substantially improve the ratio of current and Favourable/(Adverse) Impact to Net Interest Income due to change in savings accounts (CASA) to total deposits when compared with the ratio reported at the end of 2013. Main contributory factors for this Average Volumes Average Rates Total Rs. Mn. Rs. Mn. Rs. Mn. improvement were that there is no incentive for depositors to lock into term deposits due to sharp decline recorded in interest rates as Interest income 17,180.6 (18,112.2) (931.6) well as initiatives taken by the Bank to mobilise low cost deposits Interest expenses (9,819.2) 12,087.8 2,268.6 which are discussed in detail under Deposit Mobilisation on page 44 Net interest income 7,361.4 (6,024.4) 1,337.0 in this section.

Fund-Based Operations As at December 31 2014 2013 The Bank recorded satisfactory volume growth in both deposits and advances throughout 2014, exceeding the Sri Lankan industry CASA ratio (%) 48.38 43.51 average. Monthly average growth was more than Rs. 6.5 Bn. for deposits and Rs. 7.0 Bn. for loans and advances.

As at December 31 Growth Over 2013 CAGR 2014 2013 (5 Years) Rs. Mn. Rs. Mn. Rs. Mn. % %

Deposits 529,361.5 451,152.9 78,208.6 17.34 17.66 Loans and advances (gross) 463,586.3 379,252.9 84,333.4 22.24 20.98 MANAGEMENT DISCUSSION AND ANALYSIS 34 Commercial Bank of Ceylon PLC Annual Report 2014

Financial Review

Net Gains/(Losses) from Financial Investments As at December 31, Growth Over 2013 CAGR Financial investments of the Bank recorded a net gain of 2014 2013 (5 Years) Rs. 2,272.6 Mn. which was an improvement of Rs. 923.0 Mn. Rs. Mn. Rs. Mn. Rs. Mn. % % compared to the gain of Rs. 1,349.5 Mn., recorded in 2013. This growth is mainly attributable to gain on disposal of Government Interest-earning Securities catergorised under available-for-sale as a result of assets 734,661.4 552,971.4 181,690.0 32.86 20.26 favourable movement in interest rates. However, the above favourable Interest-bearing impact was partly set off due to the drop of Rs. 787.3 Mn. in capital liabilities 638.787.0 492,694.6 146,092.4 29.65 19.86 gains, which was an one-off disposal of equity shares in 2013.

Other Income (Net) Other income decreased by Rs. 1,322.5 Mn. or 20.75% year-on- year. This was due to the reduction in net revaluation gain on foreign currency denominated assets and liabilities as a result of the relatively stable exchange rate prevailed throughout the year. Translation Centre too dropped compared with 2013. This was due to the lower depreciation of the Sri Lanka Rupee against the US Dollar during the year. The above negative variances were partly set off by the increase in loan recoveries and reversal of provisions as a result of aggressive recovery efforts of the Bank in 2014.

Therefore, non-interest income of the Bank increased to Rs. 11,848.3 Mn. an improvement of 14.53% compared to Rs. 10,345.4 Mn. recorded in 2013. Consequently, the increase of Rs. 2,839.8 Mn. or 7.84%, in the Bank’s total operating income during 2014 could be attributed to growths in both fund-based and fee-based operations.

Impairment Charges on Loans and Advances With the implementation of SLFRS, the Bank moved from time-based provisioning to the incurred-loss methodology, which consists of two Over the 5-year period, from 2010 to 2014, Commercial Bank has main components: individual impairment and collective impairment. sustained substantial growth in deposits, other interest-bearing ! liabilities as well as advances and other interest-earning assets. and advances, and loans above these limits are subject to individual impairment. Threshold limits are set to cover a reasonable percentage The Bank’s total assets increased to Rs. 795.6 Bn. at the end of of the total loan portfolio. Loans and advances above these threshold 2014, compared to Rs.606.0 Bn. in 2013. This substantial increase limits are evaluated against predetermined impairment triggers. of Rs. 189.6 Bn., or 31.29%, was attributed mainly to growth in loans Loans that are not subjected to individual impairment as well as loans for-sale. It was funded primarily by increased deposits, as well as by which are not individually impaired are categorised into groups based other borrowings during the year. on homogeneous risk characteristics of each product. These loans are then subjected to collective impairment based on the historical Fee-Based Operations loss experience of each product portfolio, expressed in terms of (a) In 2014, Commercial Bank recorded a growth of Rs. 581.9 Mn., Probability of Default (PD), and (b) Loss Given Default (LGD). or 13.69% in net fees and commission income. This was mainly attributable to the substantial increase in fees and commission For the Year Ended December 31, Change Over 2013 overseas customers. 2014 2013 Rs. Mn. Rs. Mn. Rs. Mn. % Net Gains/(Losses) from Trading Individual impairment 390.0 1,070.2 (680.2) (63.56) The Bank recorded a loss of Rs. 305.5 Mn. in trading activities Collective during the year which represents an improvement of Rs. 1,320.4 Mn. impairment 4,462.3 4,007.7 454.6 11.34 compared to the loss of Rs. 1,625.9 Mn. reported in 2013. This was mainly due to the decline in the foreign exchange loss by Total impairment 4,852.3 5,077.9 (225.6) (4.44) Rs. 1,157.1 Mn. consequent to a favourable movement in currency premiums during the year. Annual Report 2014 Commercial Bank of Ceylon PLC 35 MANAGEMENT DISCUSSION AND ANALYSIS

Financial Review

Individual impairment recorded a substantial decline compared to the ;$&' last year as a result of provision made on account of a few large non- 36.57% in 2014, mainly owing to imposition of NBT effective performing customers in 2013. <!=>?=@#*++ increased by 12.08% during the year, in line with the increase in Collective impairment recorded a substantial increase mainly due to $&' the increase recorded in the volumes of loans subjected to collective tax liability. impairment. The Bank’s total impairment charge recorded a drop of 4.44%, mainly because of (a) the decrease in individual impairment, Other Comprehensive Income (OCI) (b) the decline in collective impairment on account of pawning and (c) In 2014, consequent to a revaluation of all immovable properties of the the general improvement in credit quality. !J! CBSL, the Bank recorded a net revaluation gain of Rs. 1,500.8 Mn. The impairment charge for 2014 (which includes both capital and &KQ interest), compared to the previous time-based loan-loss provisions of realised part of the mark to market gain on assets held in the available- the CBSL was as follows: for-sale category, which resulted in a decline of the unrealised gain recorded under Sri Lankan Government Securities in OCI. For the Year Ended December 31, 2014 2013 Rs. Mn. Rs. Mn. For the Year Ended December 31, Growth Over 2013 Total impairment charge 4,852.3 5,077.9 2014 2013 Total loan-loss provision (CBSL) 3,440.4 3,765.7 Rs. Mn. Rs. Mn. Rs. Mn. % Excess of impairment over loan-loss provision 1,411.9 1,312.2 Total comprehensive income 13,244.2 12,233.7 1,010.5 8.26

Net operating income after charging the impairment provision Total comprehensive income of the Bank , including OCI, amounted amounted to Rs. 34,151.4 Mn., an increase of Rs. 3,125.1 Mn. or X#=Z>@@#>[# X#=?=?#\[#]#>^_ 10.07%, compared with Rs. 31,026.3 Mn. in 2013. over the previous year.

Total operating expenses, consisting of personnel, depreciation and Ratios amortisation and other operating expenses recorded an increase of Rs. 1,179.4 Mn. or 8.11% compared with 2013. Personnel expenses Credit Quality Ratios ! As discussed under impairment charges in this section, the Bank an increase of 8.76% compared with the last year. Through a makes provision for impairment on account of both individual continuous rationalisation of the Bank’s cost structure, we were able and collective on loans and advances portfolio. Ratios based on to contain overhead cost at an optimum level. Even so, depreciation impairment are as follows: and amortisation saw a substantial increase, mainly because of a change in the rate of depreciation on a class of assets to better As at December 31, # 2014 2013 Variance % % % As a result of the lower increase recorded in operational expenses, the Bank recorded a notable growth of 11.81% or Rs. 1,945.7 Mn. Individual impairment as a % of $&'*+ total loans and advances 1.03 1.11 (0.08) Rs. 16,479.5 Mn. in 2013. Collective impairment as a % of total loans and advances 2.99 3.05 (0.06) Total impairment as a % of total For the Year Ended loans and advances 4.02 4.16 (0.15) December 31, Growth Over 2013 Individual impairment as a % of 2014 2013 individually-impaired loans and Rs. Mn. Rs. Mn. Rs. Mn. % advances 66.19 61.81 4.38 Pre-VAT, NBT and Collective impairment as a % of *+ 18,425.2 16,479.5 1,945.7 11.81 loans and advances subjected /+ 15,736.2 14,510.5 1,225.7 8.45 to collective impairment 3.04 3.11 (0.07)

Impairment in the above table represents cumulative impairment. MANAGEMENT DISCUSSION AND ANALYSIS 36 Commercial Bank of Ceylon PLC Annual Report 2014

Financial Review

Non-Performing Advances Ratio The Bank’s core banking system continues to operate under the `z! non-performing advances (NPAs) without any manual intervention. Our provisioning policy is more stringent than the basic requirements stipulated by the CBSL.

In 2014, the Sri Lankan banking industry experienced an increase in '/&!!#! reduced towards the end of the year. The Bank was able to curtail the increase in NPAs through proactive approaches adopted by the branches, with support and guidance from the Central Recoveries Department; the latter’s role is discussed in detail towards the end of this Section.

As at December 31, 2014 2013

Gross non-performing loans and advances (Rs. Mn.) 14,385.7 14,040.6 Gross NPA ratio (%) 3.47 3.88 Profitability Ratios: Return on Assets (ROA) and Net NPA ratio (%) 1.86 2.12 Return on Equity (ROE) Provision cover (%) 46.34 45.41 The increase in the Bank’s assets and equity in 2014, at 31.29% Open credit exposure ratio (%) 10.69 11.69 =\#|?_ in ROA and ROE as shown below. However, our ratios remain well above industry averages.

2014 2013 % %

ROA (after tax) 1.60 1.87 ROE 17.01 18.40

The Bank is constantly keeping an eye on the provision cover to align with that of well-reputed international banks. Provision cover ratio of 46.34% represents an improvement of 12.29% from 34.05% recorded as at December 31, 2010. Annual Report 2014 Commercial Bank of Ceylon PLC 37 MANAGEMENT DISCUSSION AND ANALYSIS

Financial Review

Efficiency Ratios: Cost to Income Ratio Commercial Bank is recognised as the best private sector bank in Sri Lanka today. One of the main reasons for the Bank’s success has been our sustained and exemplary operational excellence over many years. This has been achieved throughout consistent adoption of optimal and rigorously lean cost structures. Last year, with the increase recorded in operational expenses, the cost to income ratio also increased.

2014 2013

Cost to income ratio (%) 47.13 45.59

Equity Shareholders’ equity of the Bank grew by Rs. 9,567.7 Mn., or 15.70%, during the year. Key contributing factors to this increase KQ!~ dividend, and (b) accumulation of Rs. 2/- per share through the previous year. In addition, funds transferred to the Investment Fund Account from savings on Income Tax and VAT helped to increase the Bank’s capital base. During the year under review, available funds residing in the Investment Fund Account were transferred to the General Reserves account as advised by the CBSL as the above fund ceased to operate. Total shareholders’ funds stood at Rs. 70,511.7 Mn. as of December 31, 2014.

These developments in the capital base increased the free capital of the Bank to Rs. 58,864.2 Mn. (Rs. 51,755.8 Mn. in 2013). Single- borrower limit too rose to Rs. 19,289.6 Mn. for individual customers and Rs. 21,218.6 Mn. for group of customers - among the highest thresholds in the Sri Lankan banking industry. MANAGEMENT DISCUSSION AND ANALYSIS 38 Commercial Bank of Ceylon PLC Annual Report 2014

Financial Review

Dividend ShareholdersFunds The Bank’s dividend policy is designed to address multiple objectives. (Rs. Mn.) The main considerations were to maximise the shareholder wealth, 80,000 for business expansion and maintaining consistent stream of dividend to shareholders. 70,000

60,000 The Bank paid two interim dividends totalling to Rs. 2.50 per share to ordinary shareholders for the year ended December 31, 2014. The 50,000 Board of Directors of the Bank also recommended Rs. 4.00 per share 40,000 >?=@X#>#?? X#>#?? 30,000 of shares, similar to the practice adopted in the last few years. Total 20,000 dividend payment (paid and proposed) for the year amounts to Rs. 5,627.9 Mn. (Rs. 5,522.5 Mn. in 2013) of which Rs. 3,896.0 Mn. 10,000 paid/to be paid in cash (Rs. 3,822.5 Mn. in 2013) and the balance 0 X#=|Z=#‚[# 10 11 12 13 14 shares (Rs. 1,699.9 Mn. in 2013). Dividend payments in the form of issuing of new shares, would strengthen the capital base of the Bank.

Per Share Dividend 2014 2013 2014 2013 Capital Adequacy Ratio Rs. Rs. Rs. Mn. Rs. Mn.

The capital adequacy ratio (CAR) dropped marginally in 2014, mainly Interim Dividend – Cash 2.50 2.50 2,164.1 2,122.6 because of the increase recorded in the loans and advances portfolio Final Dividend of the Bank. Nevertheless the drop was limited, due to a substantial Cash 2.00 2.00 1,731.9 1,699.9 amount of funds been transferred to Government Securities as a result of lower demand for credit during the year. In the form of issue and allotment of shares 2.00 2.00 1,731.9 1,699.9 Total 6.50 6.50 5,627.9 5,522.4 Statutory As at December 31 Minimum Ratio 2014 2013 % %%Gross Dividend Paid /Proposed (Rs. Mn.) Tier I 12.93 13.27 5.00 Tier I & II 15.97 16.91 10.00 6,400

5,600 The Bank prepared the Internal Capital Adequacy Assessment Process (ICAAP), a requirement under Pillar 2, the Supervisory 4,800 X/** 4,000 December 31, 2013. The results indicated that the Bank is well within +! 3,200 guidelines of the ICAAP document. 2,400

We also assessed liquidity coverage based on the draft guidelines 1,600 issued by the CBSL - a requirement under Basel III - as of December 800 31, 2014. Our ratio was well above the minimum requirement applicable as of that date. 0 10 11 12 13 14 Statutory Liquid Assets Ratio The Bank’s liquid assets ratio was steady around 30% throughout >?=@# rewards, the banking industry generally did not experience desired levels of credit growth, and as a result, liquidity ratios remained at the same level throughout the year. We are well aware of the trade-off !J!~# Annual Report 2014 Commercial Bank of Ceylon PLC 39 MANAGEMENT DISCUSSION AND ANALYSIS

Financial Review

Dividend Per Share and Total Dividend Payout Ratio Market Capitalisation (Rs.) (%) (Rs.Mn.)

32 64 160,000

28 60 140,000

24 56 120,000

20 52 100,000

16 48 80,000

12 60,000

8 8 40,000

4 4 20,000

0 0 0 10 11 12 13 14 1011 12 13 14

Dividend Per Share (Rs.) Total Dividend Payout Ratio (%)

The total dividend payout ratio of the Bank was 50.34% compared to Group Performance 52.87% in 2013. Cash dividend payout ratio was 34.85% compared The Commercial Bank Group, consisting of the Bank and its four with 36.60% in 2013. subsidiaries – Commercial Development Company PLC (CDC), ONEzero Company Ltd., Commex Sri Lanka S.R.L. – Italy and Market Capitalisation Indra Finance Ltd. – as well as associated companies Commercial Commercial Bank possesses the best market capitalisation among all Insurance Brokers (Pvt) Ltd. and Equity Investments Lanka Ltd., !!# recorded satisfactory results in 2014. The operations of these It ranks number 3 among all listed companies in the Colombo Stock !„ Exchange (CSE). The market capitalisation of the Bank’s shares and Associates’ on pages 60 and 61 though they are not material in increased to Rs. 138.6 Bn. as at December 31, 2014 compared to terms of their contribution to the Group’s overall results and Rs. 95.6 Bn. as at end 2013. #†+ Rs. 15,859.9 Mn. and Rs. 11,242.8 Mn. respectively, compared to Rs. 14,690.9 Mn. and Rs. 10,573.4 Mn. reported in 2013. As at December 31, &+|#‚^_ 2014 2013 6.33% respectively. Market price per share – Voting (Rs.) 171.00 120.40 The Bank’s acquisition of Indra Finance Ltd. was completed during – Non-Voting (Rs.) 125.10 93.00 !! out by the CBSL. We are now in the process of strengthening the Price Earnings ratio (Times) governance and business practices of the acquired company. (Voting Shares) 13.24 9.79 MANAGEMENT DISCUSSION AND ANALYSIS 40 Commercial Bank of Ceylon PLC Annual Report 2014

Financial Review

Summary of Income Statement – Bank

2014 2013 Variance Main Reason/s Movement Amount Rs. Mn. Rs. Mn. Rs. Mn. Rs. Mn.

Net interest income 27,221.9 25,884.9 1,337.0 Change in average volume 7,361.4 Change in average rate 6,024.4 Non interest income 11,848.3 10,345.4 1,502.9 Sale of Government Securities due to favourable movement in interest rates 1,652.4 Drop in revaluation gain on foreign exchange denominated assets and liabilities due to relatively stable exchange rate prevailed in 2014 1,672.0 Capital gains from equities in 2013 787.4 Net Fees and Commission Income 581.9 Recoveries of loans written-off/provision reversals 491.0 Drop in foreign exchange losses from trading activities due to favourable movements in currency premiums 1,157.1 Total expenses 15,726.2 14,546.8 1,179.4 Personnel expenses 716.8 Change in depreciation rate on a class of assets 210.2 Other operating expenses 198.2 Impairment charges 4,918.8 5,204.0 (285.2) Provision for individual impairment on behalf of a few large for loans and customers in 2013 680.0 other losses Collective impairment due to increase in volumes 454.5 Tax expenses 7,245.0 6,034.0 1,211.0 *+$&; 829.7 Introduction of Nation Building Tax 384.1 $ 11,180.2 10,445.5 734.7 Annual Report 2014 Commercial Bank of Ceylon PLC 41 MANAGEMENT DISCUSSION AND ANALYSIS

Financial Review

Summary of Statement of Financial Position – Bank

2014 2013 Variance Main Reason/s Movement Amount Rs. Mn. Rs. Mn. Rs. Mn. Rs. Mn.

Assets Loans and receivables to other customers 497,065.8 410,951.4 86,114.4 Long term Loans 48,581.2 Securities purchased under resale agreements 32,251.8 Financial investments - Available-for-sale 214,208.4 131,756.5 82,451.9 Investments in Government Securities 81,798.8 Total Assets 795,609.6 605,987.6 189,622.0

Liabilities Deposits from customers 529,361.5 451,152.9 78,208.6 Savings deposits 51,567.4 Time deposits 21,031.8 Other borrowings 136,201.0 54,173.2 82,027.8 Securities sold under repurchase (Repo) agreements 85,333.9 Total Liabilities 725,097.9 545,043.6 180,054.3

Total Equity 70,511.7 60,944.0 9,567.7 General Reserves 5,255.0 Stated Capital 1,870.7 Revaluation Reserve 1,500.8 MANAGEMENT DISCUSSION AND ANALYSIS 42 Commercial Bank of Ceylon PLC Annual Report 2014 Operational Review By Division

Personal Banking

Achievement Actual Budget Actual (Actual Over 2014 2014 2013 Budget) Key Performance Indicators(*) Rs. Mn. Rs. Mn. Rs. Mn. %

Deposits as at December 31, 407,509.3 382,063.0 342,540.4 106.7 Advances as at December 31, 221,187.8 224,636.5 192,835.4 98.5 /+ 7,382.6 7,187.0 7,147.0 102.7 Cost to Income Ratio (%) 48.2 53.1 48.6 NPA Ratio as at December 31, (%) 6.8 7.0 7.6

(*) Based on Management Accounts

Bank’s Personal Banking Division is responsible for delivering a 365-day banking, weekend banking and priority banking services. High- complete range of services to both individual customers and small net-worth and priority banking customers are specially served through and medium sized enterprises (SMEs), ensuring the timely and an ‘Elite’ branch of the Bank in Colombo 07. !J# Personal Banking Division – Delivery Points The cornerstone of the Bank’s national delivery network remains the physical branch; we continue to make substantial investments in Delivery Points No. expanding and updating our retail presence. At the same time, we continue to invest in the future, assisting customers discover, for Total Branches 239 example, the convenience of eBanking by eRemittance. 365-day/Holiday Banking Centres - Branches 19 365-day/Holiday Banking Centres - Super Market Branches 28 Refer the ‘Network of Delivery Points in Sri Lanka’ on page 43 for an Weekend Banking Centres 22 overview of the branch network of the Bank. Priority Banking Centres 2

Delivery Points We added four new branches to the Bank’s national network in ATMs and Branches in Sri Lanka 2014, while nine branches were relocated to deliver more services (Nos.) to a larger number of current and potential customers. The branch expansion is gradually slowing down as a result of our presence in 640 every nook and corner of the country. The total delivery points across 560 Sri Lanka was 239 branches at the end of 2014. 480

In the present context, expansion of service delivery also extends 400 beyond bricks-and-mortar branches, taking advantage of expanding digital connectivity and consumers’ embrace of mobile technologies. 320 More and more Commercial Bank customers are taking advantage 240 of the fast, convenient access of mobile banking, online banking and other services supported by the rapid growth of telecommunication 160 and Internet infrastructure in Sri Lanka. 80

The Bank’s national network is organised into 14 administrative regions 0 and supports decentralised decision-making on credit transactions, as 10 11 12 13 14 well as day-to-day branch operations. To make access to services even ATMs in Sri Lanka Branches in Sri Lanka more convenient for customers, the Personal Banking Division provides Annual Report 2014 Commercial Bank of Ceylon PLC 43 MANAGEMENT DISCUSSION AND ANALYSIS

Operational Review By Division

Network of Delivery Points in Sri Lanka

Western Province Kottawa Central Province Eastern Province Maharagama D Aluthgama 10 Maharagama 22 Akurana (Minicom) N Akkaraipattu Athurugiriya (Laugfs Super) S Jaffna Anniwatte Ampara Attidiya Makola (Nihals Super) S Batticaloa H Avissawella Malabe Balagolla (Nihals Super) N Chenkalady Bambalapitiya Maradana 1 Dambulla Kalmunai Bambalapitiya 4 Mattegoda (Laugfs Super) S Digana Kattankudy (Majestic City) S Kilinochchi Matugama F Galewela Pottuvil Bandaragama Minuwangoda Gampola Trincomalee Baseline Road Mullativu 1 Mirigama 2 Gelioya (Arpico Super) N Valaichchenai Battaramulla D Hatton Battaramulla Moratuwa (Laugfs Super) S Mannar Kandy D (Arpico Super) S Mount Lavinia 1 Vavuniya Kandy (City Center) Q Beruwala (Minicom) N 2 North Central Mutuwal Katugastota Biyagama 2 Narahenpita 5 Kundasale Province Bokundara (Minicom) S Narahenpita 1 3 (Dumbara Super) N Boralesgamuwa Hingurakgoda (Ronan International) S Maskeliya Boralesgamuwa Trincomalee Nawala Matale (Laugfs Super) S 5 Kaduruwela Nawam Mawatha 10 Nawalapitiya Borella D Kekirawa Nawinna (Arpico Super)* S Nuwaraeliya `! Anuradhapura Thambuttegama Negombo E Peradeniya Colombo 07 E Anuradhapura New Town Negombo (Arpico Super) S Pilimatalawa Colombo Gold Centre* J Negombo Second Medawachchiya Puttalam Thalawakelle Dehiwela Nittambuwa 2 Dehiwela (Arpico Super) S Nittambuwa (Nihal Super) K 7 8 15 4 Delkanda D Polonnaruwa Sabaragamuwa 12 9 North Western Divulapitiya Old Moor Street 38 Province Batticaloa Province Duplication Road Padukka E Banking Panadura 3 Balangoda 8 Alawwa Ekala Panadura (Minicom) N Eheliyagoda Matale Chilaw Elite D Panadura Second Embilipitiya Dankotuwa Foreign G Panchikawatte Godakawela Giriulla Gampaha D Pelawatte (Laugfs Super) S Kandy 13 Kahawatte 25 4 Kuliyapitiya Gampaha (Keells Super) S Peliyagoda A 7 Kalawana Gampaha 4 Kurunegala E Ganemulla Pettah 10 Kegalle D 34 Ampara Kurunegala (Minicom) S Grandpass Pettah Main Street B 115 Kegalle Kuruwita 4 11 Š`! Hanwella Piliyandala Mawanella Marawila Hendala (Keells Super) S Pita Kotte Colombo Nuwara-Eliya Badulla Pelmadulla 76 Mawathagama Homagama Raddolugama D 190 5 8 Narammala Horana Ragama O 3 Ratnapura 6 Nattandiya Horana (Wijemanna Super) N Rajagiriya Ratnapura (Laugfs Super) S 13 Monaragala Nikaweratiya Hulftsdorp* Rajagiriya (Keells Super) S Kalutara 30 10 Ruwanwella 19 Palavi Hyde Park Corner Ramanayake Mawatha Warakapola Pannala (Arpico Super) S Ratmalana Polgahawela Ja-Ela Reid Avenue L Hambantota Puttlam Ja-Ela (K-Zone) S Seeduwa 6 Southern Province 9 13 Wariyapola Thalawathugoda 27 Akuressa Wennappuwa Kadawatha (Arpico Super) S Union Place Kaduwela Union Place (Keells Super) S 9 19 Ambalantota Kalutara Vauxhall Street (Slic) Matara Baddegama Kalutara (Arpico Super) S Wadduwa Nothern Province Beliatta Kandana D Ward Place P Deniyaya Katubedda Wattala Achchuvely Elpitiya Katubedda (K-Zone) S Wattala (Arpico Super) S No. of Branches in the District Chavakachcheri C Galle City E Katukurunda (Minicom) S Weliveriya Chunnakam No. of ATMs in the District * Branches Opened in 2014 Galle Fort Katunayake M D Jaffna E Hambantota Katunayake Ftz Wellawatte Second Jaffna Stanley Road D Province No. of Branches No. of ATMs Hikkaduwa Keyzer Street World Trade Centre Kilinochchi Kamburupitiya Kiribathgoda I Yakkala Central 20 44 Kodikamam Kiribathgoda Karapitiya Manipay (Laugfs Super) S Eastern 9 19 Koggala Mannar Matara Kirindiwela Uva Province North Central 7 18 Mulliyawalai Kirulapone Second S Matara (Keells Super) S Nelliady D North Western 19 53 Kirullapone Badulla [`! Thirunelvely C Kochchikade Bandarawela Nothern 15 35 Middeniya Vavuniya D Kataragama Neluwa Kohuwala Sabaragamuwa 14 29 Vavuniya Second G Kohuwala (Keells Super) S Mahiyanganaya Tangalle Velanai Southern 24 59 Kollupitiya Monaragala Tissamaharama Kollupitiya (Liberty Plaza) R Passara Uva 8 14 Udugama Welimada Urubokka* Kotahena D Western 123 335 Kotikawatte D Wellawaya Weligama Total 239 606

Banking Hours in Sri Lanka A BCDE FGHI JK LMNOPQRS Weekdays 9-3 8-2 8-6 8.30-3 9-3 9-3 9-3 9-4 9-4 9-4 9-6 9-6.30 9-9 9-9 9.30-7 10-5 10-5 10-7 10-7.30 10-7.30 Saturday – – 9-1.30 – 9-1.30 9-1.30 – – 9-1.30 9-1.30 – 9-6.30 9-1.30 9-9 9.30-7 10-1.30 10-5 10-7 10-7.30 10-7.30 Sunday – ––––9-1.30 9-1.30 – – 9-1.30 – 9-6.30 – 9-9 9.30-7 – – 10-7 10-5 10-7.30 Bank Holidays/ Poya* – ––––9-1.30 – – – 9-1.30 – 9-6.30 – 9-9 9.30-7 – – 10-7 10-5* 10-7.30 MANAGEMENT DISCUSSION AND ANALYSIS 44 Commercial Bank of Ceylon PLC Annual Report 2014

Operational Review By Division

Deposit Mobilisation ATM Network In the highly competitive retail banking environment, Commercial good governance and strong corporate image have contributed in "#$ %& building a solid deposit base despite the unfavourable environment provides a distinct edge, acting as a catalyst for mobilising deposits. for mobilisation of deposits due to the low interest rate scenario. The '"#$ Bank was able to improve its savings deposits substantially during the year, thereby improving its CASA ratio. +

While deposit rates across the Sri Lankan banking sector have Providing reliable and readily accessible service to millions of people across the country, the Bank’s ATM network has regularly set new avenues of opportunity. For example, we have introduced new records for the volume of cash dispensed and number of transactions processed during peak shopping periods. On April 11, 2014, we of retirement funds, now that the average Sri Lankan consumer has established an all-time high for distribution of cash via ATMs in a more investment options. In the third quarter of 2014, we launched single day, recording withdrawals of Rs. 2.05 Bn. schemes that can be opened by anyone between the ages of 18 and In the same note, we continue to grow and improve our ATM network. 65. Customers can also take advantage of valuable added features In September 2014, we reached the 600-machine milestone at such as an annual bonus scheme and insurance coverage. the Gold Centre Branch (our 238th retail location in Sri Lanka). Throughout the year, a total of 21 new ATMs were installed – 50% In order to retain Commercial Bank’s existing deposits clientele, over in branches and the rest in convenient off-site locations – including the past year we launched continuous awareness and promotional ;"#$;+ campaigns for our specialised deposits schemes, showcasing our ability to offer better value than our direct competitors. <=>?@V"#$ one of Colombo’s leading shopping malls. This specially designed machine accepts US Dollar and Euro notes and issues their equivalent in Sri Lanka Rupees – a useful and time saving service for customers, particularly tourists, requiring quick foreign exchange transactions.

Automated Deposit Machines have provided another solution for reducing congestion in our branches, allowing customers to quickly and conveniently deposit both cash and cheques. Sixteen such machines were installed in 2014.

Commercial Bank joined the LankaPay network – the largest common ATM network in the country, connecting more than 2,500 machines operated by nine member banks in 2014. In the past, Commercial Bank customers were often reluctant to use their ATM or debit cards at other banks’ machines, wary of both the surcharges effected on cash withdrawals and potential security concerns. Now our customers enjoy secure, island-wide access to all LankaPay ATMs at affordable rates.

Personal Loans The steady expansion of Sri Lanka’s middle class population in recent years has provided many opportunities for banks to expand + demographic shift, tailoring products and services to the needs of an +< on promoting personal loans to professionals and executives of leading companies, maintaining the high quality of our portfolio while achieving unprecedented growth.

During the year 2014, the Bank had granted 15,505 new loans totalling Rs. 14.5 Bn., an increase of 169% over the previous year. The overall personal loans portfolio surpassed the Rs. 20 Bn. mark at the end of the year. Annual Report 2014 Commercial Bank of Ceylon PLC 45 MANAGEMENT DISCUSSION AND ANALYSIS

Operational Review By Division

Despite this substantial growth in the portfolio, the non-performing loans (NPL) increased only marginally, by Rs. 0.81 Mn., reducing the NPL ratio from 4.37% to 3.27% as at end of December 2014. Building on our success in extending personal loans to a larger Presence potential market, we plan to focus more on moderate income earners in the coming year. Commercial Bank’s footprint Leasing is extensive. We operate the The slow rise in credit demand from the private sector that single largest ATM network of characterised 2013, continued into the subsequent year. This trend was clearly visible from the decline in the number of registrations all banks, reaching far and in of new vehicles, which resulted in a very low demand for leasing depth across the length and facilities in 2014. Even so, the Bank had granted 3,075 new leases (including hire purchase facilities and loans granted to import vehicles breadth of Sri Lanka. under permits) with a total value of Rs. 10.6 Bn. Ours is an incomparable

From the end of the third quarter, we saw a positive growth in leasing presence, placing us ‘next business driven by three key factors: door’ to more people than  Strategic partnerships with reputed vendors. any other bank.  Island-wide marketing campaigns conducted through local branches.

 A branch competition conducted with special interest rates. In the past, the Value Added Tax (VAT) on vehicle leases hindered The Bank has installed over 200 ATMs over the past business growth. However, the decision, made in Government Budget five years. A record distribution of cash via ATMs in a proposals to exempt such transactions from VAT gave an immediate single day of Rs. 2.05 Bn. was made on April 11, 2014. boost to the number of leases granted for registered motor vehicles during the latter part of the year.

Domestic Factoring The Bank has adopted a restrained approach to promoting our factoring business. The Bank took measures to reduce the exposure levels of several existing facilities. Given the prevailing low interest rates regime, there has also been a tendency to move factoring customers to other, more cost-effective working capital facilities.

Even with the reduced activity in this segment during the year, the Bank recorded a factoring turnover of Rs. 12.83 Bn., with substantial volumes been brought in by new businesses. Despite low interest rates, we achieved a high rate of return, mainly from the high fee- based income earned on such products.

In the future, we expect that factoring will continue to gain traction as [ enterprises. We therefore intend to focus more in this area, which promises both high returns and good future prospects. MANAGEMENT DISCUSSION AND ANALYSIS 46 Commercial Bank of Ceylon PLC Annual Report 2014

Operational Review By Division

Home Loans Since the end of the civil war in 2009, Sri Lanka’s construction industry recorded a healthy growth, which in turn spurred economic two interest-subsidised credit schemes. All of them were designed growth throughout the country. Interest rates applicable on home to support the agriculture and livestock sectors. Across the country, +#V @+\] \] Home Loans rate by 4.5%. These rate reductions contributed in their livelihoods. growing Bank’s housing loan portfolio.

Since 2013, demand from high-net-worth customers has driven a Agriculture and Micro nance Loans boom in condominium construction projects. Taking advantage of our (Rs. Mn.) strategic connections with developers, the Bank extended sizeable home loan facilities, especially to Sri Lankans employed abroad. 3,600

3,150 The Bank also introduced home loans for professionals during the +V 2,700 this product to professionals by granting loans at discounted rates. 2,250

1,800 Home Loan Portfolio 1,350 (Rs. Mn.) 900 32,000 450 28,000 0 24,000 10 11 12 13 14

20,000 Agriculture Sector Microfinance Sector 16,000

12,000

8,000 " 4,000 entrepreneurs who are engaged in commercial-scale agricultural and 0 livestock projects. Considering this market development, we observe 10 11 12 13 14 a tremendous opportunity to promote larger agricultural and livestock project facilities, which in turn will drive national agricultural production in the country. To that end, our new Leasing-Agri product should help to meet rising demand from existing and prospective customers.

Agriculture and Microfinance Loans Industrial Loans Lending to the agriculture sector continued to grow in 2014, < ; own development lending product, the Diribala Loan Scheme. Diribala business, which recorded a negative growth over the year. The net is aimed at Small and Medium sized Enterprises (SMEs) and offers V+< due to a rise in non-performing loans in the Northern and the Eastern %& province branches. Notwithstanding these mixed results, the Bank %$`+ sectors, extending services to customers across our national {%$` branch network. Sri Lanka’s GDP, employment creation and export earnings. During 2014, in line with global trends, we gave priority to developing SMEs, #"$^ V V+ one of our most effective credit-delivery mechanisms; it is especially popular in the tea and dairy industries. As well, a wide array of helped in increasing lending to small and medium-sized agricultural businesses, as well as micro enterprises. Annual Report 2014 Commercial Bank of Ceylon PLC 47 MANAGEMENT DISCUSSION AND ANALYSIS

Operational Review By Division

As of the end of December 2014, the value of the Bank’s The Central Bank of Sri Lanka (CBSL) recognising the importance of development lending products portfolio was Rs. 25.95 Bn., pawning – which mainly serves the rural economy – introduced the with 1,192 new loans granted amounting to Rs. 15.74 Bn. Credit Guarantee Scheme of Pawning Advances in a bid to increase disbursements. Under this programme, the LTV ratio has been increased to 80%; the CBSL compensates losses due to falling gold prices up to 65% of LTV. Commercial Bank has entered into an agreement with the CBSL to participate in the new Credit Guarantee Scheme.

Payment Cards In 2014, the Bank further consolidated its position as the Sri Lankan market leader in debit card spending, achieving 35% growth in transactions compared to 2013, and also driving up interchange income. The EMV Debit Card, launched in 2010, has now been extended to all of our cardholders, protecting them better against counterfeit and fraudulent transactions.

Credit card purchase volumes also saw a double-digit growth in 2014, even as the market overall experienced a lull in spending growth. The Bank’s promotional activities throughout the year, as well to increase in credit card use.

Over the past year, we upgraded our cards systems, processing Moving forward, planned industrial lending activities include: switch, international network gateway applications and ATM systems  Setting up branches to serve as knowledge centres for the to conform with the security requirements set out in the Payment Card SME sector. Industry Data Security Standards Guidelines. We further upgraded our ATM system to allow ‘cardless transactions’, paving the way to  Conducting capacity building programmes for existing and opening up the country’s largest ATM network to third parties offering prospective borrowers with the goal of retaining and cardless banking services. building businesses.

 Promoting the Bank’s development loan products to SMEs via eBanking external organisations. As more and more millennials and other customers focused on convenience, banking embrace all digital and mobile technologies, We have also launched a series of awareness programmes to improve the Bank continues to invest in these channels. More than 5% %$` of the Bank customers now conduct their banking via our micro enterprises. The programmes are designed to raise general online or mobile platforms. Our online banking customer base awareness of development lending opportunities provided by the increased by 28% from 2013, attracted by an array of capabilities Bank. To date, they have been conducted by a number of branches, providing guidance to approximately 800 aspiring entrepreneurs. our secure web portal. programme, collaborating with the Central Bank of Sri Lanka. In September 2014, we launched a new Corporate Online Banking solution, developed on the Microsoft .NET platform, that is similar Pawning in its functionality to our existing Personal Online Banking solution. Pawning is a popular loan product among the rural community. This new solution incorporates a range of helpful features demanded This is due to the ease of obtaining funds, by surrendering the gold by corporate users, including multi-level authorisation, administrator articles. However, the pawning industry was affected by the sharp users and single-user IDs for multiple company accounts. drop in global gold prices during 2013 – a trend that continued at a The new system allows single, dual or multi-level authorisation for =>?@+" fund transfers, bill payments and letters of credit, helping large the market, Loan To Value (LTV) ratio was reduced as a precaution, companies to automate all single-entry payments. The system can +| also apply payment limits according to the signature rules of each market conditions, several of the Bank’s pawning units ceased corporate customer. operations in 2014. MANAGEMENT DISCUSSION AND ANALYSIS 48 Commercial Bank of Ceylon PLC Annual Report 2014

Operational Review By Division

Our Bank is the only Sri Lankan bank to offer online cheque-imaging, The Bank has successfully introduced many other innovative online which allows customers to view digital images of deposited cheques. payment solutions. After a pioneering collaborative effort with The system also allows corporate customers to schedule bill payments Employees Provident Fund (EPF), we now process EPF payments effective on a future date (typically the due date). In addition, it is via our web-based banking platform – an innovation that has been V welcomed by the corporate sector. instant payments to them (via Commercial Bank accounts), 365 days a year. The system also enables customers to submit letter of credit applications with uploaded supporting documents. And it provides Growth over 2013 a ‘Corporate Administrator’ facility, allowing companies to manage Paymaster Growth % internal user authorisations as required. Customer 11.7 Android App for Online Banking Customers Income 14.7 The Bank introduced a mobile banking app for Android smartphone Transactions 10.2 users in early 2014, offering similar functionality and features as the Volume 8.6 iOS application launched for Apple iPhone users in the fourth quarter of 2013, the new app is compatible with Android version 4.2.2 Bancassurance upwards. Users who are already registered with our online banking facility can adopt the new app with their existing login information. Commercial Bank partners with ten leading insurance companies to offer life and general insurance. Launched mid-2010, Bancassurance As this Annual Report goes to press, there have been 20,000 + downloads of this Android app, drawing highly favourable customer comments and ratings.

Enhancements to Personal Online Banking The Bank’s Online Banking Platform now allows personal banking }V via the Bank’s website (where the relevant secure applications are hosted). The loan request is submitted electronically to the +"V request submitted online is similarly communicated to the appropriate branch. Customers can also monitor the details and progress of their applications online.

Growth over 2013 Transactions Volume % %

Internet banking 37.06 7.67 Mobile banking 93.99 56.11

PayMaster Commercial Bank has been the market leader in facilitating and promoting online payments. ComBank PayMaster is the industry’s Fee income showed a steady growth rate of more than 40% year over year. In 2014, however, the number of policies issued fell, largely corporate clients to make bulk payments using a single mechanism. because of an increase in monthly insurance premium. Also, under Our web-based system is now used by more than 2,000 corporate Bancassurance’s revised mandate, life policies can only be issued to } account holders of the Bank. processing, bonuses, agent commissions, interest payments and many other transactions. Annual Report 2014 Commercial Bank of Ceylon PLC 49 MANAGEMENT DISCUSSION AND ANALYSIS

Operational Review By Division

In 2014 the Bank centralised the insurance renewal process and now premiums are recovered from customers as soon as their +" Bancassurance now offers web-based quotations for new insurance coverage.

Supermarket Banking Commercial Bank has led the way in supermarket banking in Sri Lanka, implementing unique, customer-centric operating models that vary by branch type and location. Among the innovations that differentiate our approach is the decision to move some supermarket branches to standalone locations outside the retail environment, improves business volumes overall. We now operate 28 supermarket outlets across the country, including four new locations opened in 2014. In addition the Bank operates 11 standalone minicom branches.

Commercial Bank Elite The Bank’s exclusive priority banking service, Commercial Bank Elite, caters to high-net-worth individuals who appreciate an added level of convenience and personalised service. Located in a private residence at No. 7, R.G. Senanayake Mawatha (Gregory’s Road), Colombo >~ services provided by other partners of the Bank. Commercial Bank Elite also operates an Elite Banking Centre at our Peradeniya branch. MANAGEMENT DISCUSSION AND ANALYSIS 50 Commercial Bank of Ceylon PLC Annual Report 2014

Operational Review By Division

Corporate Banking

Achievement Actual Budget Actual (Actual Over 2014 2014 2013 Budget) Key Performance Indicators (*) Rs. Mn. Rs. Mn. Rs. Mn. %

Advances as at December 31, 155,314.7 151,415.0 135,282.5 102.6 #V 5,027.4 5,638.8 5,102.1 89.2 Import turnover 208,103.6 158,270.0 180,729.8 131.5 Export turnover 272,229.0 255,561.4 240,053.8 106.5 Cost to Income Ratio (%) 19.9 22.3 18.8 NPA Ratio as at December 31, (%) 0.7 1.9 0.9

(*) Based on Management Accounts

Through our Foreign Branch, Investment Banking Unit, Off-shore During the past year, the Corporate Banking Division implemented Banking Centre and Islamic Banking Unit, the Corporate Banking a fully-automated solution – Kalypto Loan Origination System, Division of Commercial Bank offers customers a wide range of to evaluate credit proposals, making the process faster and ;+# + < banking products. To help corporate customers conduct business Corporate Banking Loans and Advances internationally with their global counterparts, we have a worldwide (Rs. Bn.) network of well-established and trusted correspondents. 160

Over the years, the Foreign Branch has established a reputation 140 V and varied business spectrum, including large and medium sized 120 Sri Lankan enterprises, blue-chip companies and multinationals 100 operating in the country. 80 The Corporate Banking Division also oversees our credit operations in 60 Bangladesh and conducts selective lending in the Maldives. 40 20 the year. Further, large companies were able to raise funds through debt instruments locally and overseas, taking advantage of low 0 interest rates. These factors caused high excess liquidity among 10 11 12 13 14 banks, sparking an intense lending competition – which in turn contributed to the decline in the AWPLR.

Since the end of the civil disturbances in 2009, Sri Lanka’s economy Import Business has been buoyed by two major drivers of growth: mega-infrastructure projects undertaken by the Government and a boom in the tourism In its 2014 budget, the Sri Lankan Government introduced customs sector. Over the past year, the Corporate Banking Division continued tariff reductions for certain categories of vehicles, stimulating growth lending aimed at the development of the country’s road network and in automobile imports in the latter part of the year. In the last quarter,  favourable exchange rates, especially for the Japanese Yen, spurred and hotel projects. large scale motor vehicle imports from Japan.

Most large scale government sector projects have been funded Ongoing tourist development, along with various Government through overseas loans which have to be repaid with the country’s infrastructure and private sector construction projects, led to an V+# V increase in imports of heavy-duty machinery. And demand for =>?@ materials driven by rapid growth among small and medium size bank to facilitate the construction of a new building complex for a businesses also had an indirect effect on imports. state university. The Bank is to fund the entire project, on a guarantee issued by a state bank which will be repaid by the National Treasury. Annual Report 2014 Commercial Bank of Ceylon PLC 51 MANAGEMENT DISCUSSION AND ANALYSIS

Operational Review By Division

Investment Banking To strengthen our growing investment banking business, and to 2014 2013 Growth Import Turnover US $ Mn. US $ Mn. % V=>?@ ; Bank 1,575 1,379 14.1 Investment Banking. Country 19,400 17,996 7.0 <=>?@ Bank’s market share (%) 8.1 fuelled by low interest rates. Excellent stock market performance, following three relatively subdued years, also helped to stimulate Export Business activity. Substantial market demand for debenture issues was fuelled by a large number of companies that locked in longer-term debt Sri Lanka had a strong year in exports, with year-over-year earnings issued at relatively modest rates. increasing by 7% during the year 2014. Industrial products led the way, accounting for 74% of exports during this period. The balance Margin trading operations improved substantially in 2014, with was mainly contributed through agricultural exports. an increase in average portfolio size stemming from substantially improved market performance throughout the year, as well as low #%&V^% interest rates. Customer trading activity levels were also more (the largest single overseas market), UK, Italy, India and Germany. buoyant, and several new accounts were added during the year. Garment exports to the European Union and US markets, a longtime staple of the national economy, increased by 21% and 16% The equity funds of the Bank recorded noteworthy growth in 2014, respectively (January to October 2014). Rubber products, the second capitalising on favourable market movements and timely investments leading contributor to exports, grew by 10% in the same period. and divestments made during the year. The Bank also initiated several structuring assignments for equity and debt issuances during the year. Tea exports were hampered by the stringent UN-backed sanctions imposed on certain Middle Eastern countries. As well, volatility in EU Overall, the unit showed a substantial improvement in performance }=>?@V+ over the previous year, buoyed by our new focus on investment banking and favourable market conditions. 2014 2013 Growth Export Turnover US $ Mn. US $ Mn. % Islamic Banking Bank 2,060 1,832 12.4 Islamic Sharia law prohibits the charging of interest. Commercial Country 11,118 10,394 7.0 Bank’s Islamic Banking service therefore operates on the concept Bank’s market share (%) 18.5 ‚; +

Our Islamic banking window, Al Adalah, has been in operation since Import and Export Turnover June 2011. This step has since been followed by other Sri Lankan (Rs. Mn.) ƒ< =>?@ 320,000 + 280,000 The Bank’s Islamic Banking operations are supervised by the Central 240,000 Bank of Sri Lanka and also by a Sharia Supervisory Board, to ensure 200,000 that all transactions conform to traditional law. The Sharia scholars appointed to the Board help to carry out periodic reviews and audits. 160,000 The Islamic banking products we offer throughout Sri Lanka include 120,000 Mudaraba savings accounts and investment accounts, as well 80,000 as asset products such as Murabaha, Musharaka, Diminishing $'<+% 40,000 other Islamic-targeted products are available at select branches. 0 10 11 12 13 14 „=>?@< +$ Import Turnover Export Turnover Islamic Banking Unit is in the process of developing a product that supports Islamic export bill discounting.

" a 6% share of the Islamic banking market – a number that we expect will continue to grow as we pursue new initiatives. MANAGEMENT DISCUSSION AND ANALYSIS 52 Commercial Bank of Ceylon PLC Annual Report 2014

Operational Review By Division

Treasury

Achievement Actual Budget Actual (Actual Over 2014 2014 2013 Budget) Key Performance Indicators(*) Rs. Mn. Rs. Mn. Rs. Mn. %

V 672.9 1,618.6 1,070.1 41.8 V 842.9 714.0 460.9 118.1 Interest earning assets as at December 31, 270,384.2 174,779.5 173,716.7 154.7 Interest bearing liabilities as at December 31, 120,998.5 37,232.2 44,454.9 325.0 Cost to Income Ratio (%) 25.7 39.0 38.9 _

(*) Based on Management Accounts

The Bank’s Treasury Department manages interest risk, liquidity The Bank’s Assets and Liabilities Committee (ALCO) was compelled risk and foreign exchange risk. Its operations are divided into three to revise downward the deposit rates on liabilities several times during specialised areas – Forex and Corporate Sales, Fixed Income the year. This, along with faster downward revision of interest rates Securities and ALM Operations – each headed by a chief dealer. of our asset base, resulted in diminishing interest margins. Still, even with continuing low interest rates, our deposit base grew at a healthy The Central Bank of Sri Lanka (CBSL) policy rates were steady +" throughout the year; only the reverse repurchase rates were revised account base, compared to the growth in time deposits, helped the downward – by 50 basis points, from 8.5% to 8%, in January + 2014. However, even though there were no major changes to the %&$ The Sri Lankan Rupee was under pressure to appreciate during to its policy-related tools. The traditional open market operations =>?@ repurchase window, where commercial banks could park their excess into the stock market and Government Securities. Further overseas liquidity was replaced by the Standing Deposit Facility (SDF) and the Reverse Repurchase Window through which the Central Bank pressure. However, the CBSL absorbed the major part of these injected overnight liquidity was renamed as Standing Lending Facility (SLF) in January 2014. The Standing Deposit Facility of the CBSL is +#| uncollateralised. the year, then depreciated slightly in the last quarter due to a renewed demand for imports driven by private sector credit growth, reduced Further, the CBSL restricted banks from depositing excess liquidity vehicle import tariffs and the sharp depreciation of the Japanese Yen. with CBSL to a maximum of three times per calendar month at the currently applicable SDF rate of 6.5%, and any deposits at the SDF In this context, the growth in foreign exchange income was not window exceeding three times by a participant bank was accepted at ‡V a reduced interest rate of 5% per annum. trade-related transactions and remittances. Corporate sales income These measures were taken to enhance private sector credit low margins. growth at reasonable rates, which in turn would help to sustain Treasury was again the market leader in Interbank FX operations, environment. Private sector credit growth was subdued during the providing liquidity in spot, forward and swap transactions. The unit led as well in cross-currency operations and played an integral role, interest rates and substantial excess liquidity in the banking system. V<%„ managing excess liquidity as low interest rates prevailed. In 2014, Although the economic conditions were good in 2014, the lack Treasury maintained its supporting role to our Personal and Corporate of demand and a low appetite for borrowing in the private sector Banking units, meeting their Sri Lanka Rupee funding requirements hampered expansion of the loan book. As a result, Treasury had to ; manage the Bank’s substantial excess liquidity position, primarily to-day business. by investing in Government Securities. Returns on Government Securities eroded with declining interest rates, resulting in a re-pricing Treasury also acts as the funding centre of the Bank, supporting risk at maturity. transfer-pricing for all assets and liabilities from other business units. In 2014, Treasury’s transfer-pricing income was Rs. 27.6 Bn. and the AWPLR of commercial banks fell from 10.13% at the beginning of relevant expense was posted as Rs. 42.2 Bn. The transfer-pricing the year to 6.33% in December 2014. During the same period, the mechanism is set up to centralise interest rate risk, protecting other Average Weighted Deposit Rate declined from 9.37% to 6.20%. business units against market risk on interest rates. Annual Report 2014 Commercial Bank of Ceylon PLC 53 MANAGEMENT DISCUSSION AND ANALYSIS

Operational Review By Division

By correctly anticipating interest rate direction and the decline Treasury provides ALCO with interest and exchange rate updates, in long-term interest rates for Government Securities, Treasury as well as data on other macroeconomic developments that support increased trading gains during the year. The Bank held the Bank’s asset and liability management process. Based on this Rs. 188.3 Bn. in Sri Lankan Rupee-denominated Government information, ALCO sets parameters for the management of maturity Securities and Rs. 46.2 Bn. in US Dollar-denominated government mismatch risks in the balance sheet. Treasury also provides direction securities as of December 31, 2014. "&{%;V; based on prevailing market conditions. MANAGEMENT DISCUSSION AND ANALYSIS 54 Commercial Bank of Ceylon PLC Annual Report 2014

Operational Review By Division

International Operations Bangladesh Operation

Achievement Actual Budget Actual (Actual Over 2014 2014 2013 Budget) Key Performance Indicators(*) Rs. Mn. Rs. Mn. Rs. Mn. %

Deposits as at December 31, 44,092.0 43,371.8 41,819.5 101.7 Advances as at December 31, 40,175.3 39,727.6 36,138.0 101.1 #V 2,580.4 2,828.6 2,012.3 91.2 Cost to Income Ratio (%) 28.1 35.2 30.9 NPA Ratio as at December 31, (%) 2.1 1.4 1.5

(*) Based on Management Accounts

Activities discussed under this section encompass Bangladesh Country has not fully recovered from the disruption of economic operation, e-remittance business of e-banking unit and off-shore activities in 2013, during which the ready-made garment industry operations of the Off-Shore Banking Centre. suffered heavy losses. New investment was at very low levels =>?@V market liquidity and a lack of demand for substantial borrowing, Bangladesh Economy + One of the world’s most densely populated countries, Bangladesh has a rapidly developing market-based economy. Per capita income, In 2014, Bangladesh achieved a Ba3 stable rating from Moody’s on a population base of 160 Mn. rose to US $1,190 in the 2013 -14 |"+%‰ +\+~\] Poor’s gave the country a BB- sovereign rating with stable outlook for 6.75% per annum over the past several years. the same period. However, the US $133 Bn. economy was hurt by election-related issues during the year. As a result, the Bangladeshi Bangladesh is a nation with enormous unrealised potential. economy achieved 5.8% annual GDP growth, falling shy of the 7.5% Macroeconomic growth has been driven by exports and remittance; +< both have increased at a compounded annual growth rate of is to reach its goal of achieving middle-income status by 2021, the more than 15% over the past decade, accounting for more than economy will need to grow at a steady pace of 7.5% to 8% over the a third of GDP. next several years.

More than half of national GDP comes from the services sector. #=>?@ VŠ+\]~] Nearly 50% of Bangladeshis are employed in the agriculture sector; the result of wage increases and disruptions to food supplies caused other important products include garments, textiles, pharmaceuticals, by political protests – both factors in driving consumer prices higher. jute, leather and leather goods and ceramics. There is also a In the aftermath of the worldwide recession and unprecedented + capital market volatility, the country suffered political violence throughout 2013, which hurt the Bangladeshi banking industry across Remittances from Bangladeshis working overseas, mainly in the the board. These problems continue, exacerbated by a political Middle East, provide the major source of foreign exchange earnings. situation in which the main opposition representatives remain out Garment and textile exports, jute cultivation, pharmaceuticals and of Parliament, despite calls from the caretaker Government for a shipbuilding have also been major drivers of economic growth. collaborative effort.

„ growth in its international reserves, which topped US $20 Bn. for +# expansion of exports and a decline in imports, coupled with a healthy +

In the course of 2014, the Bangladeshi currency, the Taka, depreciated 0.26% against the US Dollar, towards the latter part of the year due to some large import settlements. However, currency was stable throughout the year 2014. The interbank call money =>?@}+ Rates ranged from 5.25% to 8.50%, with the peak recorded in October 2014. Annual Report 2014 Commercial Bank of Ceylon PLC 55 MANAGEMENT DISCUSSION AND ANALYSIS

Operational Review By Division

Performance of Bangladesh Operation Past Performance of Bangladesh Operation #‡ Through 11 years of sustained effort in Bangladesh, Commercial 4 nationalised commercial banks; 4 Government-owned specialised Bank has established a position well above other regional banks. banks; 39 domestic private banks; 9 foreign banks; and 31 non-bank While others have reported moderate or lower performance levels, +{ ours have been consistently good. The Bank did well even in the SCB, HSBC and CITI – and the rest operate regionally within South Asia. volatility and countrywide political violence that affected the entire sector in 2013. =>>‹ acquiring the operations of Credit Agricole Indosuez, a French bank Business Volumes with two branches and two retail booths. In the past 11 years, we have expanded to 10 branches, 6 SME centres and 2 off-shore Growth Over 2013 banking units. We have also built a network of 19 ATMs, including As at December 31, 2014 2013 3 in off-site locations. Commercial Bank has established a leadership BDT Mn. BDT Mn. BDT Mn. % position among other regional banks operating in Bangladesh. Our Bangladesh operation caters to a wide-ranging clientele, including a Deposits 18,633.8 19,526.6 (892.8) (4.57) healthy mix of corporate and retail customers. Advances 18,328.4 16,705.1 1,623.3 9.72

Commercial Bank has a presence in three main geographical BDT - Bangladeshi Taka areas - Dhaka, Chittagong, Sylhet and Narayangonj in Bangladesh. Map of the Branch network in Bangladesh is given below: Up to December 2014, Bangladeshi deposits decreased by 4.57% compared to December 2013. The market experienced very high surplus liquidity throughout the year, as lending opportunities were very low. This was the result of uncertainty in the market following the general election in January, 2014. Call money rates, as well as Treasury Bill/Bond rates, also dropped substantially, and very low credit growth forced all of the country’s banks to reduce deposit rates substantially.

Similarly demand for borrowing reduced throughout the year, though our Bangladesh Operation was managed to show a positive growth of around 10% in advances. The situation was further aggravated by large local corporations borrowing from foreign sources, with the permission of regulators, to take advantage of lower costs.

Bangladesh Deposits and Advances

Sylhet District (BDT Mn.) Sylhet Branch Dhaka District 20,000 Gulshan Branch Chittagong District 17,500 Mirpur Branch Chittagong Branch Motijheel Branch CDA Avenue SME Centre 15,000 Uttara Branch Jubilee Road SME Centre Panthapath Branch 12,500 CEPZ OBU Tejgoan Branch 10,000 Old Dhaka, SME Centre Progati Sharani, SME Centre Narayanganj District 7,500 Shanthinagar, SME Centre Narayanganj Branch Tongi Dhaka SME Centre 5,000 Dhanmondi, OBU 2,500 Gulshan, OBU 0 SME - Small & Medium Enterprises OBU - Off-shore Banking Unit 10 11 12 13 14

Deposits Gross Advances As a foreign bank, we have a large corporate clientele. But with the expansion of our branch network, we have been able to attract more retail customers, as well as small and medium sized enterprises (SMEs). This has improved our low cost deposit base, resulting in + MANAGEMENT DISCUSSION AND ANALYSIS 56 Commercial Bank of Ceylon PLC Annual Report 2014

Operational Review By Division

Bangladesh Treasury Awards and Recognition During 2014, the Treasury of our Bangladesh operation was able In 2014, the Credit Rating Information and Services Ltd. awarded to maintain a stable balance sheet and revenue targets. However, Commercial Bank’s Bangladesh Operation an AAA rating for the reduced trade volumes resulting from sluggish market conditions, combined with severe competition, compelled us to operate on performance. In addition, the Institute of Cost and Management thin margins that yielded lower income. We maintained the market Accountants of Bangladesh recognised our bank for the fourth V; time with a Best Corporate Performance Award in the forecasts and an aggressive trading strategy. Foreign Bank Category.

Operating Costs Bangladesh operation continued with optimum resources during standards we have set. Despite increase in network of branches and SME centres from four locations in 2003 to 18 in 2014 with a corresponding increase in human resources, we were able to effectively maintain a consistent cost to income ratio around 30% during this period. Nevertheless, operating costs continue to be strained by the shortage of skilled talent in the Bangladeshi banking industry, especially in foreign and local private-sector banks.

The performance of our Bangladesh operation during the last 5 years is tabulated below:

For the Year Ended/as at December 31, Key performance indicators(*) 2014 2013 2012 2011 2010

Deposits (BDT Mn.) 18,633.81 19,526.65 18,245.95 14,969.97 13,369.43 Gross advances (BDT Mn.) 18,328.43 16,705.12 16,344.90 12,338.19 11,403.94 Total assets (BDT Mn.) 32,063.52 27,451.21 25,682.73 21,655.37 18,819.10 Net interest income (BDT Mn.) 1,738.99 1,456.74 1,325.47 893.82 892.35 VŽ„#$+ 1,630.56 1,371.00 1,151.02 1,041.51 808.40 VŽ„#$+ 947.49 833.41 648.02 611.51 464.41 Non performing advances ratio (%) 2.11 1.52 0.79 0.68 0.07 Cost to income ratio (%) 28.15 30.91 33.04 32.83 34.89 Return on Assets (%) 5.09 4.99 4.31 4.81 4.3 Return on Capital (%) 14.86 15.21 13.02 15.69 15.22

* Based on Management Accounts Annual Report 2014 Commercial Bank of Ceylon PLC 57 MANAGEMENT DISCUSSION AND ANALYSIS

Operational Review By Division

eRemittances Initiatives Taken to Enhance Regional Presence Sri Lanka’s overseas workforce continues to be a leading source Maldivian Operation of foreign exchange earnings for the country, as well as a major At present Commercial Bank conducts selective lending in Maldives source of employment. Commercial Bank is aligned with the national under the supervision of Bank’s Corporate Banking Unit. Our Government’s strategy in targeting expatriate workers around exposure is mostly concentrated on the tourism sector which is the the globe and making them aware of our secure and time-tested leading industry in Maldives. Major clients in the portfolio consist of electronic channels for inward remittances. well-established leading entities in the industry. As the nation’s economy saw its highest-ever revenue stream from Myanmar Operation overseas workers in 2014, recording more than an 8% growth, Commercial Bank’s eExchange inward remittance services also #%& + a license by the Central Bank of Myanmar to operate a Representative {%`"\>$++ Remittances were promoted through a range of communication campaigns in new markets such as Malaysia, Israel and Korea. #V; Promotional efforts in established markets included special trade between Myanmar and Sri Lanka and also to facilitate some welcoming ceremonies for Sri Lankan workers in Kuwait and Qatar, of Sri Lanka’s leading apparel exporters and other industries who sponsorship of cultural events across all overseas markets, and joint are expecting to set up operations in Myanmar. The Bank is in the campaigns promoting a broad range of events throughout the 15 process of planning the timelines for setting up its representative exchange corridors that the Bank represents. The Bank conducted $+# local seasonal promotions – tied into the Sinhala and Tamil New Year celebrations, as well as Ramadan – aimed at key customer segments to Sri Lankan and Bangladeshi businessmen wishing to enter the of eExchange services. Myanmar market and to arrange banking and advisory facilities and funds transfer and encashment services, subject to approval of the The Bank also partnered with the four main banks in Korea early in Central Bank of Myanmar. the year, placing our own representatives in their branches to promote remittances to Sri Lanka. As well, we introduced a new Cash to The Bank is also exploring the feasibility of setting up its operations Account product created by MoneyGram, which enables expatriates in a few other selected regional locations. based in Europe and Canada to route their remittances to any bank account in Sri Lanka.

The Bank’s network of overseas business partners expanded from 85 to 99 during the year, increasing coverage of key growth markets such as Israel, Korea, Australia and the UK. We now have ?={ Commercial Bank eExchange brand and also cross-sell our other products and services.

Growth over 2013 ComBank eExchange %

Income 10.11 Transactions 11.94 Volume 12.34 MANAGEMENT DISCUSSION AND ANALYSIS 58 Commercial Bank of Ceylon PLC Annual Report 2014

Operational Review By Division

Support Services Effective delivery of our banking products and services in a familiarity with touchscreen technology to provide self-service competitive marketplace depends heavily on the support of various information and transaction Kiosks at selected retail locations. specialised departments across Commercial Bank. Many have become business units in their own right, offering a growing array of Our mobile banking channel experienced a high rate of growth, invaluable services. supported by the broad spectrum of mobile technologies introduced at the beginning of the year. In particular, customers Our Information Technology Department, for example, has helped embraced anytime anywhere banking allowing for ‘Queue Busting’ the Bank fully embrace emerging technologies that will advance mobile option that allowed faster transactions and standing in line }+" at branches. our bricks-and-mortar locations remain vital to establishing a strong presence in communities across Sri Lanka. We have made substantial Commercial Bank’s mobile strategy is set against the broader investments to improve our physical infrastructure in recent years. changes that have been unfolding recently in the Sri Lankan marketplace, as a growing number of non-bank providers support The following sections review the operating highlights of a few key person-to-person mobile payment systems. While these providers support services departments: have been instrumental in creating consumer interest and building a mobile-payments ecosystem, banks are nevertheless expected to Human Capital continue playing a central role in this area. At Commercial Bank, we understand that our people are our most Other highlights of the Bank’s efforts to improve the customer valuable asset. Human Resources play a vital role in achieving the experience with technology over the past year include: +# with their diverse backgrounds, experience and points of view, have  ‚ƒ" +# mobile banking app to complement the iOS app introduced in the full spectrum of Human Resource function including compensation previous year. | discussed under the section of ‘Human Resources Management’ in  ‘Queue Busting’: our cheque and cash deposit machines handled the Sustainability Report on pages 90 to 101. on average more than 3,000 transactions per month, with some locations exceeding 8,000 transactions. Marketing  Anytime, anywhere banking: we increased our mobile banking Marketing Department plays a key role building the brand Commercial customer base by more than 200% to 200,000. Bank, building its corporate image, strengthening its corporate  Corporate Internet banking: our new system, arguably the best positioning platform ‘For a Better Future’, maintaining the presence in Sri Lanka, helped to grow our total number of online banking of the Bank through visual media and promoting the products and customers by 50%. services offered by the Bank.  {Vƒ Over the past year, the Bank’s Marketing Division had to address totalling approximately Rs. 750 Mn. in each category were handled the challenge of attracting new clientele and retaining the valuable through the 24-Hour Automated Branch. existing customers in a climate of declining interest rates.  Consolidated account opening: the single application form We took the opportunity to enhance our brand image further, launched online in 2013 was extended last year to conventional launching a refreshing new strategic direction. The goal was to branches as well. position Commercial Bank as a forward-looking, consumer-focused  "#$ƒ Bank that caters to customers from all walks of life. A new brand institution, with 606 machines by the end of 2014. slogan, ‘For a Better Future,’ conveys the core message that we are  +" Cash withdrawals from mobile wallets: customers can now the accompanying integrated communication campaign emphasises withdraw cash from Mobitel mCash digital wallets using our our role as a provider of personalised services, with a disciplined cardless ATMs – a unique service in Sri Lanka. focus on ensuring superior quality. In the past year, 217 Commercial Bank branches, as well as a few { This longstanding commitment to helping create a better future for our that continuously broadcast interest rates, exchange rates, product customers paved the way for the Bank to becoming the updates (with relevant marketing campaign material), branch No. 1 Bank in Sri Lanka and sets us squarely on the path to achieving operating hours, special services and other valuable information. our longer term strategic agenda towards Vision 2020. Installed near waiting areas or behind branch teller counters, the cost- effective electronic signs provide customers with real-time information Information Technology that attracts interest, sparks dialogue and builds loyalty. The Bank’s Information Technology Department worked diligently over the past year to provide customers with innovative and engaging in-branch banking experience – most notably by leveraging growing Annual Report 2014 Commercial Bank of Ceylon PLC 59 MANAGEMENT DISCUSSION AND ANALYSIS

Operational Review By Division

Recoveries "%&=>?@ By combining post-sanction monitoring with effective follow-up coped with an overall rise in non-performing loans (NPLs) resulting on large scale non-performing loans, we expect to maintain a low NPA ratio. And as we expand our repertoire of recovery year. However, NPLs began to decline after August as interest rates strategies, these efforts should continue to contribute to the Bank’s bottom-line growth. their asset quality.

; branches and our Central Recoveries Department. The branch Technologyy recovery function is activated upon disbursement of the advance. The Branch Credit Monitoring Unit focuses on minimising new additions to the non-performing advances portfolio, constantly Commercial Bank possesses monitoring arrears, taking prompt action when required and liaising one of the most advanced with the relevant branches. and streamlined core banking During 3 to 6 months that an account is in arrears, branch staff systems of all banks in the ;||{ country. closely and attend everything possible to recover the instalments owing, regularise payments and bring back the advance to the Many years ago, emancipated performing category. forward planning envisioned an The Central Recoveries Department assists the branches in trying to operating platform that would achieve prompt recovery of non-performing advances (NPAs), thereby be ahead of its time and be a maintaining our target NPA ratio. The department also monitors loan- loss provisions and all rescheduling/restructuring of advances carried ‘best fit’ for the Bank’s plans for out across the Bank. advancement.

' Today, the Bank’s computer affects the timely repayment of credit facilities. We are often able to system is a benchmark amongst resolve such situations by restructuring facilities to suit borrowers’ revised payment capabilities, and in some cases by encouraging them the banking fraternity of to compromise on renegotiated settlement terms. Sri Lanka.

In 2014, we were able to reduce the NPA ratio of the Bank by recovering several large-scale advances, auctioning unredeemed pawned articles, closely monitoring non-performing accounts and undertaking effective recovery actions. Further, we have automated the entire process of classifying and declassifying NPAs to achieve +" resources into monitoring of advances, which will help to ensure an even healthier loan portfolio.

NPA and Provision Cover

As at December 31, 2014 2013 % %

Gross NPA Ratio (Net of Interest in Suspense) 3.47 3.88 Net NPA Ratio (Net of Interest in %% 1.86 2.12 Provision Cover 46.34 45.41

# V proceedings, evaluating each case on its merits and opting for negotiated settlement of NPAs rather than resorting to legal recourse, as this saves time, money and inconvenience for both parties. MANAGEMENT DISCUSSION AND ANALYSIS 60 Commercial Bank of Ceylon PLC Annual Report 2014

Operational Review By Division

Subsidiaries and Associates the breadth and depth of its offering to match the Bank’s evolving requirements – while also coping with the high employee turnover Commercial Bank of that is characteristic of the IT industry generally. Ceylon PLC >$/3*6?@A!"#F/$:+ increase of 77.85% compared to 2013 mainly due to expanded Subsidiaries support service business to new geographical areas of the Bank.

Commex Sri Lanka S.R.L. - Italy Commex Sri Lanka, a fully owned subsidiary of the Bank, incorporated 94.55% 100% 100% 100% in Rome to serve the funds transfer needs of Sri Lankan expatriates in Italy. Commercial Commex ONEzero Indra Development Sri Lanka Company Ltd. Finance Ltd. Company PLC S.R.L. - Italy During 2014, Commex tied up with Ria Financial Services offering Sri Lankan expatriates additional ways of remitting their earnings to Sri Lanka, supplementing the services already offered through MoneyGram. The tie up with MoneyGram and Ria permits 18.91% Associate Associate remittances to all parts of the world through Commex.

In order to meet Italian Regulatory requirements, an Italian National 20.00% 22.92% having special expertise in the areas of Anti Money Laundering (AML) and Internal Audit was appointed to the Board of Commex. These steps are also expected to expedite the process of obtaining the Commercial Insurance Money Transfer License from the Bank of Italy, enabling Commex to Brokers (Pvt) Ltd. Equity Investments Lanka Ltd. undertake funds transfers on its own account.

Indra Finance Ltd. Commercial Development Company PLC In 2014, Commercial Bank acquired the 100% stake in Indra Finance Commercial Development Company PLC (CDC) was formed in 1980 VW>XVYX Sector Consolidation Road Map mandated by the Central Bank of present, the Bank holds 94.55% of stake of the CDC. Today CDC is Sri Lanka. one of the principal utility service providers to the Bank. The company derives most of its income from renting space in the Commercial Located at No.182, Katugastota Road, Kandy, IFL was incorporated House building, outsourcing staff and hiring vehicles to the Bank. in 1987, licensed as a Specialised Leasing Company in 2007 and became a Licensed Finance Company in 2013. It is principally In 2014, CDC expanded its staff-outsourcing business, realising a focused on granting lease facilities, hire purchase, mortgage loans and other credit facilities. !"#$&'*+$/3*673:$; last year, arising largely from the fair-value gain on its investment >XV[>\6 property and increased income from its staff-outsourcing business. sold and distributed by Indra Traders (Pvt) Ltd. IFL currently has ONEzero Company Ltd. 33 ONEzero Company Ltd., a wholly owned subsidiary of Commercial Bank, provides information technology services and solutions to ]>XV[^ the Bank. >[! >6[ ONEzero has three main lines of business: outsourcing workforce vehicles import and leasing market. services to the Bank; providing support services from skilled IT professionals and maintenance technicians; and supplying hardware During the four months period up to December 31, 2014 from the and pre-developed software. This last area of focus has so far date of acquisition on September 1, 2014, IFL recorded a post-tax contributed minimally to ONEzero’s bottom line, as the technology #$__7+ market is highly competitive. However, maintenance of hardware and software services to the Bank expanded further to another region during the year. Moving forward, ONEzero will continue to enhance Annual Report 2014 Commercial Bank of Ceylon PLC 61 MANAGEMENT DISCUSSION AND ANALYSIS

Operational Review By Division

Commercial Insurance Brokers (Pvt) Ltd. Venture capital is a comparatively high-risk business, because of the longer-term maturity periods for investments (typically four The Bank has an indirect stake of 18.91% in Commercial Insurance years or more), and also no collateral or security offered for funding. Brokers (Pvt) Ltd. (CIBL), through its subsidiary company, Even so, in 2014, EQUILL!" Commercial Development Company PLC. The Company is one of the Rs. 22.29 Mn., recording a growth of 179% compared to 2013. ^ The company was able to minimise risk by diversifying its portfolio policies. CIBL has built strong partnerships with US-based CA [[ Technologies, as well as Pronto XI ERP of Australia, making it one predictable. !{V By leveraging this technology leadership, CIBL ensures that its Moving forward, EQUILL 6 by seeking new investment opportunities. Its future performance will be driven by the overall performance of the money market, the share market and the economy as a whole. >$/3*6>V!"#&_:+ of 56.76% compared to 2013.

Equity Investments Lanka Ltd. (EQUILL) Commercial Bank holds a 22.92% stake in EQUILL6[ more than 24 years of experience in the Sri Lankan market.

EQUILL’s performance in 2014 was negatively affected by the decline in interest rates offered on Money-Market instruments "66 @6 the company was able to earn capital gains through the sale of shares in the equity market, taking advantage of favourable conditions on the Colombo Stock Exchange – and, more generally, recent economic developments in Sri Lanka that had a positive impact on publicly traded companies. MANAGEMENT DISCUSSION AND ANALYSIS 62 Commercial Bank of Ceylon PLC Annual Report 2014 Future Outlook

According to IMF, global growth will receive a boost from lower [ oil prices, attributed primarily to higher supply. This boost is 2015, thanks in large part to the downward trend in fuel prices projected to be more than offset by negative factors, including internationally, which may spark further reductions in domestic investment weakness as adjustment to diminished expectations about pricing. The expected private-sector credit growth, the projected medium-term growth continues in many advanced and emerging increase in US interest rates and downward pressure on the US $/ market economies. LKR exchange rate together are likely to trigger a rise in interest rates in 2015. Private-sector credit growth is expected to improve from Global growth in 2015-16 is projected at 3.5% and 3.7%, downward January 2015 onwards as a result of measures taken in the previous revisions of 0.3% relative to the October 2014 World Economic year, aided by the likely revival of the export sector as principal markets recover. China, Russia, the Euro area and Japan as well as weaker activity in some major oil exporters because of the sharp drop in oil prices. The salary increment proposed for public sector employees in the Government’s 2015 Budget should increase their disposable income. The United States is the only major economy for which growth As a result, the demand for products and services is expected to rise, projections have been raised. The main upside risk is a greater boosting business activity. This in turn should increase demand for boost from lower oil prices, although there is uncertainty about the credit over the coming year, especially in a scenario characterised by persistence of the oil supply shock. Downside risks relate to shifts 6 emerging market economies, where lower oil prices have introduced Sri Lankan Banking Industry external and balance sheet vulnerabilities in oil exporters. Stagnation [ @ƒ In 2015, the Sri Lankan banking industry should see a reversal of the negative forces that have impeded progress over the past three years. Sri Lankan Economy >[ "\‡ˆ6[ a healthier net interest margin supported by an enhanced CASA mix, While 2015 has the potential to bring renewed hope and positive should also help spark renewed growth in the banking sector. change to the Sri Lankan economy, it will also be fraught with macroeconomic challenges that must be addressed by correct Expected GDP growth of more than 7% will boost commercial economic policies. The new Government will have to implement lending, particularly in the SME and construction segments. The appropriate economic and monetary policies aimed at propelling appetite for credit is also expected to grow in the import/export, growth if the country is to sustain its middle income status. value-added apparel and tourism sectors. An increased demand, The Sri Lankan economy has been growing at an average annual rate supported by low interest rates, should fuel broader growth in of 7.5% over the past three years. Continuing this momentum, GDP is \[?^ expected to expand by about 7.5%-8% in 2015 – a healthy increase good governance and the rule of law will help to create a more open compared to other emerging and developing economies in Asia, and free business environment, triggering greater demand for credit which will likely see a growth of 6.4%. to be deployed in both consumption and investment.

The short-term outlook appears positive across the board. #6 Sri Lanka is well positioned to take advantage of the global economic that margins in the banking sector have stopped their descent and recovery and the strong growth unfolding in advanced economies. will now begin to recover. The problems associated with weakened With continued robust export performance, Sri Lanka is expected to asset quality should be overcome with the return of more favourable [ economic conditions. By further diversifying their loan books while international reserves. sustaining a measured and appropriate tolerance for risk, banks will be able to lower their exposures. Of course, the one proviso Performance in Sri Lanka’s agriculture sector is predicted to rebound qualifying these positive trends is that all banks must comply with strongly in 2015. Factory-based industries are also expected to unfolding Basel III rules setting out stricter, higher-equity Tier I capital gather momentum, thanks to more favourable external and domestic requirements, and their implementation could hurt returns across the economic conditions. Sri Lankan banking industry in the near term.

Annual Report 2014 Commercial Bank of Ceylon PLC 63 MANAGEMENT DISCUSSION AND ANALYSIS

Future Outlook

Interim Budget 2015 - Proposals that Affect the Banks and Financial Companies

Salient features of the new Sri Lankan Government’s revised Budget  Imposing a cap of 8% over and above the normal lending rate on proposals for 2015 are as follows: Credit Cards.

 Super Gains Tax on any company or individual who has earned  50% waiver of advances granted to farmers for a maximum #$6///+"$/3F‰3*6[ loan capital of Rs. 100,000/- by commercial banks and $';" presently overdue.

 Senior Citizens’ Deposits to receive a higher interest rate of 15%  Interest payments and penalties on pawned jewellery to a value not per annum for their savings up to a maximum level of Rs. 1 Mn. and exceeding Rs. 200,000/- held at state banks will be waived off. higher interest rate of about 5% on NRFC accounts.

Regulatory/Policy Measures to be Introduced in Future

Adopt Basel III framework in line with the Enhance the Quantity and Quality of Capital through international timeline  Implementation of Capital Conservation Buffer for Systemically Important Banks.

 Implementation of Leverage Ratio.

Strengthen Liquidity Risk Management  Implementation of Liquidity Coverage Ratio on a staggered basis

Deposit Insurance Cover and Liquidity  The Deposit Insurance Cover will be increased to Rs. 300,000/- and Liquidity Support Support Scheme for companies with urgent liquidity needs.

Resolution Plans  Implementation of resolution plans to resolve any stress situation.

Information Security  Implementation of Baseline Security Standard for Information Security Management based on ISO 27000.

Setting up Business Revival Units  Establishing separate units in banks to facilitate revival of businesses.

New Accounting Standards issued but not  SLFRS 9 - ‘Financial Instruments’: replaces the existing guidance in LKAS 39 on yet effective ‘Financial Instruments Recognition and Measurement’. MANAGEMENT DISCUSSION AND ANALYSIS 64 Commercial Bank of Ceylon PLC Annual Report 2014 Strategic Direction of The Bank

Commercial Bank’s longer-term strategy rests on three fundamental  Further diversifying the Bank’s sources of operating revenue pillars: strengthening our existing customer base, further improving through a range of initiatives, beginning with deeper penetration [" "Œ our business - all with the ultimate goal of enhancing shareholder developing new products and services while adding more fee- +6[Š based dimensions to our current offering. We are also enhancing our investment banking activities to better leverage the prospects  Maintaining the Bank’s high ratio of current accounts and savings that come with sustained economic growth. accounts (CASA) by earning and reinforcing customer loyalty. We  Commercial Bank has been granted a license by the Central Bank will achieve this by further enhancing our nationwide distribution +Œ channels, including our extensive network of branches and ATMs, are actively pursuing opportunities to expand further into other and by setting new benchmarks for superior customer service. regional markets.  Sustaining our low cost to income ratio by making our business  And we expect to further improve the current global agent model 6 with the goals of increasing our competitive advantage in the innovative solutions that improve customer experience while [" helping our employees work more productively. The broad range the intended activities of the Bank’s operations in Italy is expected !Š to kick start in 2015. ‹ [ [‹!‹ redesigning operating models to eliminate unnecessary steps (and therefore costs); deploying in-house expertise wherever possible; and promoting a more cost-conscious workplace culture. Annual Report 2014 Commercial Bank of Ceylon PLC 65 MANAGEMENT DISCUSSION AND ANALYSIS

Strategic Direction of The Bank

Strategic Snapshot >[6 listed below:

Strategic Imperative Achievements during the Year Future Actions

Prudent Growth  Grew deposits by 17.34%, advances by 22.24% and  +"[[ "&/F; in the lending portfolio and maintaining a quality loan book.  Launched new products such as Future Pension Plan and continued to offer tailor-made products to high-  Encourage branches to carry out local campaigns end customers. with special focus on mega and micro savings.

 Recognised with multiple awards and accolades.  Introduce micro-savings and micro-insurance products.  Extended the branch network by 4 branches in Sri Lanka.  Continue improving communication platforms to promote the wide range of deposit products.  Expanded the ATM network by further 21 machines in Sri Lanka.  Enhance investment banking activities while actively pursuing opportunities in listed equities and  Acquired Indra Finance Ltd. corporate debts.   Develop new products such as cash management in Myanmar. solutions for corporate clients.

 Expand to regional markets.

@  ‘Queue Busting’ with our Cheque and Cash Deposit  Introduce a comprehensive management Innovation machines. information system for data mining to enhance productivity.  Introduced Biometric attendance system (a fully automated attendance management system) resulting  Introduce high-tech cash/cheque deposit machines to offer round-the-clock service.

 Extended of Automated Banking to traditional  Establish 24/7 automated banking centres at branches.

 Developed web-based quotation module for  Encourage account-opening via electronic platforms Bancassurance operations.

 !  Further improve the centralised approval process Bancassurance renewal process. and implement centralised loan disbursement.

 Strengthened Activity Base Cost allocation.  Centralise the post-sanction functions of credit/advances.

Exemplary Governance  #!‡  Continue to strengthen the corporate governance mechanism within the Bank.  Complied with all external regulatory requirements governed by the Corporate Governance Directives  Further strengthen the monitoring mechanism of and Codes (CBSL, CSE, ICASL and SEC). related party transactions.

 Reviewed the status of compliance of regulatory  Ensuring ongoing compliance with all mandatory requirements throughout the year. requirements and encourage to adopt best practices and voluntary requirements.  Set up a new Board Sub-Committee for reviewing all related party transactions carried out by the Bank and its listed subsidiary to strengthen the governance procedures, by early adopting the Code issued by the Securities and Exchange Commission of Sri Lanka.

 Reiterating the desired standards of behaviour spelled out in the Code of Ethics of the Bank via periodic training to staff. MANAGEMENT DISCUSSION AND ANALYSIS 66 Commercial Bank of Ceylon PLC Annual Report 2014

Strategic Direction of The Bank

Strategic Imperative Achievements during the Year Future Actions

Managing Capital  Managed the risk-weighted assets through prudent  Manage and maintain the capital levels consistent capital allocation. [

 ‡#$‰!  Maintain a sound Capital Adequacy Ratio to of issue and allotment of new shares as part of the support future expansion plans of the Bank. $/3F  Maintain the Bank’s dividend policy in line with the overall goals of the Bank (Declared Rs. 2/- [ for 2014).

Managing Risk  Implemented a complete software solution for carrying  Expand the framework and capabilities of risk out advanced risk management measures such as management across the Bank. Value at Risk (VaR).  Implement an advanced approach to risk  Further strengthened the Integrated Risk Management >>>>> Department of the Bank. guidelines.

 Conducted Business Continuity Plan drills covering  Co-ordinate all risk-related efforts carried out to all business units to ensure smooth functioning of improve decision-making. business in case of emergency.

Being Responsible to  Completed nine capacity building programmes for  CSR Trust to shift its focus from IT labs to conduct the Community +6[ skill development programmes towards improving objective of introducing new technology, cultivation employability.  @[Ž[  Carried out CSR projects aimed at enhancing positive impact to the communities. education levels, skill development and IT literacy  > (Completed - 53, Ongoing - 23, Scholarships - 50). and to continue capacity building programmes for  Carried out CSR projects on health care targeted sectors. (Completed - 11, Ongoing - 5).  Continue with its contribution to the CSR  Undertook other community programmes Trust Fund. (Completed - 10, Ongoing - 7).

Minimising Environmental  Continued to evaluate the large credit proposals  [{@+{ Footprint { " Environmental Management System (SEMS)  Develop smart buildings which use space and of the Bank.  Carried out process developments to reduce use  Stepping up the coral planting project by of paper.  Improved procurement practices and policies for to the local community and continue to undertake reduction of energy use and minimise waste. CSR projects to preserve environment.

 Undertook a green project at National Hospital of Sri Lanka through our CSR Trust Fund. Annual Report 2014 Commercial Bank of Ceylon PLC 67 MANAGEMENT DISCUSSION AND ANALYSIS

Strategic Direction of The Bank

Strategic Imperative Achievements during the Year Future Actions

Human Resources  Committed to maintain an equitable and consistent  Relaunch the executive trainee programme with Development reward structure for staff and initiatives were taken enhanced retention strategies. to benchmark the salaries of the staff through  Enhance the managerial competencies of all collective agreement. "  Provided the Bank’s workforce with essential competencies. information, training opportunities and resources,  Establish cross-functional teams as a means helping them to enhance their productivity and achieve of development for high-potential employees at new levels of professional success. all levels.  Spent around 27.24 hours of training per employee  Maintain effective management of the performance per year. appraisal system and the variable pay plan.  Spent around Rs. 41.0 Mn. on staff training and  Continue the evaluation of existing welfare services development. and identify initiatives to enhance staff well-being,  Carried out various sports and recreational activities taking into consideration branch expansion and throughout the year. current economic and social conditions.

All of the above strategic imperatives and initiatives taken by the Bank will ultimately add value to investors.

Strategic Imperative Achievements during the Year Future Actions

Adding Value to  Consistent dividend stream.  Maintain the Bank’s dividend policy in line with Investors overall strategic goals.  Attractive dividend payout ratio - 50.34%.  Retain/improve the Bank’s ranking in terms of  Market capitalisation of the Bank improved by market capitalisation. Rs. 43.0 Bn. and gained 3rd position among all listed companies.

 Economic value addition rose by Rs. 2.4 Bn.

 Maintained ROA and ROE above industry averages. MANAGEMENT DISCUSSION AND ANALYSIS 68 Commercial Bank of Ceylon PLC Annual Report 2014 70 71 75 79 84 90 101 Reporting Material Stakeholder Economic Product Human Societal Parameters Aspects and Engagement Sustainability Responsibility Resources Responsibility Boundaries Management 111 113 115 116 119 Environmental Independent Key Independent GRI Content Responsibility Assurance Performance Assurance Index: “In Report to Indicators Statement on accordance” - Commercial (KPIs) - 2014 Non-Financial Core Bank of Reporting Ceylon PLC

Sustainability Report

Structured on the basis of the GRI G4 Guidelines, this Report provides a detailed account of the Bank’s initiatives and efforts towards being responsible in the economic, social and environmental spheres. SUSTAINABILITY REPORT 70 Commercial Bank of Ceylon PLC Annual Report 2014 Reporting Parameters

Report Scope Reporting Cycle This Report covers the economic, social and environmental The Bank’s sustainability impacts have been published in our ˆV Annual Report since 2009, initially based on GRI G3 guidelines. ‡F36$/3*> >$/3F6[\#>\* !6[[ #[ provisions stipulated by the Central Bank of Sri Lanka (CBSL) and by the Bank’s Articles of Association, the Companies Act and the 6[[> Listing Rules of the Colombo Stock Exchange. This Report and Accountants of Sri Lanka, the Companies Act No. 07 of 2007 and the #‡F36$/3F Listing Rules of the Colombo Stock Exchange. [[[[‰[[‰ investor-relations This Report also adopts the Global Reporting Initiative (GRI) Guidelines, version G4 and the GRI’s G4 Financial Services Report Quality {{[ We take every effort to ensure that our corporate reporting meets have prepared our Sustainability Report based on GRI G4 []6Š ‘in-accordance’ - Core option of the guidelines.  Completeness: We include key material sustainability impacts This Sustainability Report has been approved by the Board of [‹ Directors of the Bank. [‹ Inclusivity {#X![\ >#6[ organisations and other groups. and concerns discovered through our structured stakeholder  Comparability: We provide results from both current and previous engagements, in our day-to-day interactions and from the community reporting periods. >[^6[  as Corporate Social Responsibility (CSR) initiatives undertaken by Accuracy and consistency: Our information-gathering ^{#X6[ " [[ assurance providers. healthier natural environment.  Clarity:Œ]]6 [ The stakeholder engagement process is discussed on pages 75 to 78.  Balance:Œ‹[

Materiality  Credibility and Reliability:Œ" # reputed assurance providers. 6^[ Policy in Seeking External Assurance as ‘material’ and the process for determining materiality are discussed on pages 71 to 73. independent External Auditor. The Auditors’ remuneration is Coverage and Boundary of Aspects determined according to the Board of Directors’ recommendation and is approved by the shareholders at the Annual General Meeting. This Report primarily covers sustainability impacts, risks and ^@" opportunities arising from the Bank’s activities in Sri Lanka and in Bangladesh. Œ"[

second Sustainability Report to enhance its credibility. This year’s The activities and performance data of Commercial Bank’s four "‡?’\V6 Subsidiaries – Commercial Development Company PLC, ONEzero ‡?’VWˆYV V6>XV"{V{#V [ We also retained the services of Messrs KPMG to gain appropriate [6@]> 6[ Lanka Ltd. and Commercial Insurance Brokers (Pvt) Ltd., are not performance indicators. These independent assurance reports appear included in this report, as the results of operations of these entities on pages 113 to 118. +6[[! businesses produce negligible social, economic and environmental 6[ Annual Report 2014 Commercial Bank of Ceylon PLC 71 SUSTAINABILITY REPORT Material Aspects and Boundaries

Commercial Bank of Ceylon PLC, including the Board of Directors ^6[6 6[ [" ‡?’\V“ˆ+\6^ our stakeholders, as outlined in the section ‘Stakeholder Engagement Independent External Auditor of the Group. The Bank’s Managing Process’ on pages 75 to 78. ‡6[@"‡ of the Corporate Management of the Bank are responsible for The methodology used to determine report content is based primarily [#‹ \#>\*[ [["# [!Š We plan to continue seeking independent external assurance for future sustainability reports, to ensure continued credibility. Step 1 – Identify Relevant Aspects and Their Boundaries Œ[ Precautionary Approach collected via the stakeholder engagement process and established Bank manages the social and environmental impacts in our products ‘boundaries’ to isolate those impacts that are most relevant to and services through the Social and Environment Management Commercial Bank and our stakeholders. {W{@+{Y[ through the Bank’s product development committee. Refer page 88 We evaluated aspects according to their impact on, and contribution under section ‘Product Responsibility’ for Bank’s procedures in place to, areas of sustainability related to the Bank’s business strategy [{@+{ [ expectations – again, as gathered through the engagement process. Bank also manages the social and environmental impacts in our Supply chain through the supplier selection and evaluation [Š [6[ 6[Œ[ encompasses social and environmental aspects. Refer page 110 Š for details on Supplier Assessment. 

Bank’s Subscription to External Charters and  "[ Principles  The degree of various stakeholders’ interactions and their Commercial Bank is committed to uphold the principles of United levels of expectation. Nations Global Compact and International Finance Corporation  The Bank’s responsibility as a good corporate citizen. values, principles and commitments to stakeholders.  The impacts of the activities of our customers and suppliers.  The value that the Bank can potentially deliver in relation to Memberships in Associations each aspect. The Bank has general memberships in a number of sectoral, industrial and professional organisations and associations. Although, the Step 2 – Establishing Material Aspects and Prioritisation Bank does not hold positions on the governance bodies of these We evaluated and ranked ‘material aspects’ based on their 6[" ^6["  Sri Lanka Banks’ Association (Guarantee) Ltd. of our stakeholders and the applicability of relevant local and [66  Institute of Bankers of Sri Lanka (IBSL) 6[  The Ceylon Chamber of Commerce, Sri Lanka

 The National Chamber of Commerce, Sri Lanka ^”^6[  Association of Banking Sector Risk Professionals W6[6 [Y[Š  6{V (1) The importance of the aspect to our pursuit of the Bank’s MMAATTEERIAAL ASPPECTS ANDD BOUUNDARIIES ŽWˆY[ our responsibilities to the economy, the natural environment and Our Approach to Defining Report Content and the [ Aspect Boundaries W$Y6 Œ^[ [ the expectations of our stakeholders, given the strong connection [ [ enterprise. The content of this Report therefore considers the full SUSTAINABILITY REPORT 72 Commercial Bank of Ceylon PLC Annual Report 2014

Material Aspects and Boundaries

[[

Aspect Boundary Internal External Materiality

{ To the To the

Aspect Bank’s Operations Sri Lanka Bangladesh Customers Communities Suppliers Bank Stakeholder

Economic 1. Economic performance High ,, High High 2. Market presence High , High High 3. Indirect economic impact Moderate , Moderate High 4. Procurement practices Moderate , Moderate High

Environmental 5. Materials V[ 6. Energy Moderate ,, High Moderate 7. Water V[ 8. Biodiversity V[ 9. Emissions V[ 10. @ [ Moderate ,,V[ High 11. Products and services Moderate , High High 12. Compliance V[ 13. Transport V[ 14. Overall V[ 15. Supplier environment assessment Moderate , High V[ 16. Environment grievance mechanisms V[

Social: Labour Practices and Decent Work 17. Employment High ,, ,High High 18. V‰ High ,, High High 19. Occupational health and safety Moderate ,, High High 20. Training and education High ,, High High 21. ‡] High ,, High High 22. @][ High ,, High High 23. Supplier assessment for labour practices High , High V[ 24. Labour practices grievance mechanisms High ,, High High

Social: Human Rights 25. Investment Moderate , High Moderate 26. Non-discrimination High ,, High High 27. Freedom of association and collective bargaining High ,, High High 28. Child labour High ,, High High 29. Forced or compulsory labour High ,, High High 30. Security practices Moderate ,, High High 31. Indigenous rights V[ 32. Human rights assessment High ,, High High 33. Supplier human rights assessment High , High High 34. Human rights grievance mechanisms High ,, High High

Social: Society 35. Local communities Moderate ,,Moderate High 36. Anti-corruption High , High High 37. Public policy V[ 38. Anti-competitive behaviour V[ 39. Compliance High ,, High High 40. Supplier assessment for impacts on society Moderate , High V[ 41. Grievance mechanisms for impacts on society V[ Annual Report 2014 Commercial Bank of Ceylon PLC 73 SUSTAINABILITY REPORT

Material Aspects and Boundaries

Aspect Boundary Internal External Materiality

{ To the To the

Aspect Bank’s Operations Sri Lanka Bangladesh Customers Communities Suppliers Bank Stakeholder

Social: Product Responsibility 42. Customer health and safety V[ 43. Product and service labelling High ,, High High 44. Marketing communications High ,, High High 45. Customer privacy High ,, High High 46. Compliance High ,, High High 47. Product portfolio High ,, High V[ 48. Audit High ,, High V[ 49. [ V[

Other Topics 50. Bank’s CSR activities High , High High

33 50 17 1 39 18 48 43 30 45 47 32 46 44 11

24 20 H 14 27 36 28 19 29 23 25 22 26 34 40 15 6 38 31 2 21

M 4

35 3

10 Importance to the Bank the Importance to L

L M H L Low

M Moderate Importance to the Stakeholder H High

[ [ SUSTAINABILITY REPORT 74 Commercial Bank of Ceylon PLC Annual Report 2014 Annual Report 2014 Commercial Bank of Ceylon PLC 75 SUSTAINABILITY REPORT Stakeholder Engagement

We consider a ‘stakeholder’ to be any person, 6[ IDDEEENNTTIIFFICATION expect to be affected by the Bank’s activities Identify and prioritise issues [ Identify stakeholder groups 6[[ 6[ expressed interest in our economic, social and Š

 Investors (including shareholders and analysts) PLAAANNNNINININNG

 Customers Establish objectives, scope and timelines

 Employees (including employee associations) Identify specific stakeholders Prioritise stakeholders  Government institutions (including legislators and regulators) Determine engagement mode

 Suppliers and other business partners Allocating necessary resources

 Society in general

 The natural environment ENNGGGAAGEMENT The governance structure of the Bank demands [ Conduct engagement our mission.

[ helps us to understand their expectations so EVVAAALLUUAATTIOON [6 FEEEEDEDBBAACK Evaluate of results process improvements. Maintaining an ongoing conversation also helps us to identify current Feedback on Evaluate of effectiveness of the process and emerging issues, recognise opportunities to performance Determine the need for further engagement [ negative/positive [ are in the best interest of our stakeholders. PPRRIIOORIITTIISATION Most of the Bank’s engagement efforts are conducted in the normal course of business, in Proritise findings for further action !![6 and other stakeholders. We also carry out more 6[ DESIIGGGNNIININGG The Stakeholder Engagement Process Identify methods/modes of addressing the issue MMOOONNIITITOTOR Formulate of necessary policies and The process is designed to promote procedures inclusiveness and ensure that any critical Measure the effectiveness Pre-implementation testing, if required [ Monitor lapses/ the Board of Directors and senior management, shortcomings prompting effective action. The Bank did not encounter any critical stakeholder concerns during 2014. IMMPPLLLEEMEENNNTATION Communicate of policies, procedures and The Bank’s stakeholder engagement process is timelines of implementation "[ Implementation

RREEEPPORTTIINNG

Report back to stakeholders

SUSTAINABILITY REPORT 76 Commercial Bank of Ceylon PLC Annual Report 2014

Stakeholder Engagement

How We Connect with Stakeholder Groups ‡[^X 6[W[Y6[ understand their key issues.

1. Investors, Including Shareholders and Analysts

Mode of Engagement X]@ Key Topics Discussed and Concerns Raised Methodologies Employed to Respond

Annual reports Annually Key topics discussed: Concerns of existing and prospective shareholders are addressed (provided they are not related Annual general meeting Annually  Interim and annual results to commercial secrets) during the engagement Extraordinary general ]  Plans to improve key performance process. Transparency, accountability and regular meetings indicators communications are among our top priorities. > Quarterly  statements Business expansion plans, locally and internationally Press conferences and ] media releases  V]

Investor presentations ]  Proposals for further enhancing services Announcements made ] offered by the Bank to the Colombo Stock  {[ Exchange One-to-one discussions ] Concerns raised:

Participation at ]  Quality of assets [  Sensitivity analysis on interest rates and [Š Continuous exchange rates [[[

2. Customers

Mode of Engagement X]@ Key Topics Discussed and Concerns Raised Methodologies Employed to Respond

Customer satisfaction Annually Key topics discussed: Opinions and multiple expectations of customers, survey gathered through various forms of engagement, are  Innovation in products and services Touch points ] [  Interest rate trends, securities, terms and Relationship managers’ ] Prompt communications to all staff through internal conditions, etc. [ 6[ corporate customers  Fees and charges terms and conditions that apply to our banking ] Complaint Resolution ]  ‰ []  Services available through online banking [ ] The Bank conducts annual customer surveys to Concerns raised: obtain feedback on satisfaction levels and areas of Media advertisements ] potential improvement in existing services. [Š Continuous  Reduction in interest rates on deposits Other measures to enhance customer satisfaction [[[  Customer service lapses include improved information security, responsible  Factors promoting greater customer marketing communications, innovative and convenience, including branch layout, environmentally friendly products and assisting in [ customers’ business development processes. 6[!6 To resolve customer complaints, a member of the  Amicable resolution of disputes Bank’s corporate management team has been named # voluntary Financial Ombudsman program established by the Central Bank of Sri Lanka (CBSL). Annual Report 2014 Commercial Bank of Ceylon PLC 77 SUSTAINABILITY REPORT

Stakeholder Engagement

3. Employees, Including Employee Associations

Mode of Engagement X]@ Key Topics Discussed and Concerns Raised Methodologies Employed to Respond

Managers’ conference Annually Key topics discussed: [ and sends instructions via circulars to increase Relationship-building Annually  Collective Agreement 2015–17 [ [  associations [ the industry. Special events such as Annually  [ The performance-driven culture of the Bank ]A6 [  Updates on rules and regulations of the children’s parties, staff CBSL get-togethers, art and [ sports events, etc.  Future plans Ceylon Bank Employees Union before the deadline #[ Quarterly  Diversity and inclusion for concluding negotiations. meetings  Œ![ >[! Quarterly Com Pulse Concerns raised: Operational updates to Daily  staff via email Remuneration, including compensation based on performance Feedback from cross- ] functional training  {[ programmes ?[ ] employees and their associations Intranet site of the Continuous HR division

4. Government Institutions, Including Legislators and Regulators *

Mode of Engagement X]@ Key Topics Discussed and Concerns Raised Methodologies Employed to Respond

On-site surveillance Annually Key topics discussed: [ by the CBSL and the  The CBSL’s regulations pertaining to We have put in place systems and procedures to Bangladesh Bank licensed commercial banks assure regulatory compliance in both letter and spirit, [ Directives and circulars ]  [ professional institutions. Filing of returns Within statutory on corporate governance deadlines  [!! Consultations ] [!!]

Press releases ]  Other government regulations, including Meetings ] tax rules Š Continuous  X[!^ [email protected] employees

 +]

 Overseas expansion

Concerns raised:  ! sized enterprises (SMEs)



* Government institutions include the Central Bank of Sri Lanka (CBSL), Bangladesh Bank, the Department of Inland Revenue, the Ministry of Finance, the Registrar of Companies, the Colombo Stock Exchange, the Securities and Exchange Commission of Sri Lanka, the Ceylon Chamber of Commerce, External Auditors and the Sri Lanka {+6[>{V Government groups. SUSTAINABILITY REPORT 78 Commercial Bank of Ceylon PLC Annual Report 2014

Stakeholder Engagement

5. Suppliers and Other Business Partners

Mode of Engagement X]@ Key Topics Discussed and Concerns Raised Methodologies Employed to Respond

Supplier relationship ] Key topics discussed: The Bank maintains a list of registered suppliers. management We encourage an ongoing dialogue to ensure that  Responsible procurement opportunities [ On-site visits and ] offered by the Bank meetings business. Reliability and mutual trust are key to  @[ building strong relationships. database Concerns raised:

 Contractual performance

6. Society & Environment

Mode of Engagement X]@ Key Topics Discussed and Concerns Raised Methodologies Employed to Respond

Œ[ Continuous Key topics discussed: We contribute to local economic development delivery channels through the full range of banking activities, from  Corporate responsibility initiatives Press releases ] deposit taking and investments to personal lending  Providing access to fair and affordable 6^ Press conferences and ] banking [+[ 6[  Community investment > ] public informed of our sustainable performance and communications  Youth-targeted sponsorships other relevant developments. We also support local [ ] communities and some of the most needy members  #^ the general public of society through sponsorship of the CSR Trust internationally through sports and arts X6[ Public events ]  Recognition for excellence by various underprivileged students. Call centre Continuous external parties [Š Continuous [[[ Concerns raised:

 Staff recruitment

 Financial inclusion

 +!{+@ Annual Report 2014 Commercial Bank of Ceylon PLC 79 SUSTAINABILITY REPORT Economic Sustainability

6[[  At Board meetings, the Heads of the Bank’s main strategic business shareholders have placed in us by returning maximum value. At the units discuss recommended action plans to improve performance. 6][[[[  The Board has established eight Sub-Committees – four of them stakeholders - including customers, employees and suppliers - to help mandatory – to support Directors in their efforts and to ensure them achieve their aspirations. We conduct the Bank’s business in good governance. These Board Sub-Committees are in turn backed a transparent and in an ethical manner, managing risk and pursuing by several other management committees headed by the Managing [ Director. The proceedings of these Board Sub-Committees are duly communicated to the Board. The Board of Directors guides Commercial Bank’s approach to [ The composition of all Board Sub-Committees, their mandates and ˆ [ Banking, Corporate Banking, Treasury and International Operations – Sub-Committee on pages 183 to 193. In addition ‘The Investor [ #{^[$*_$_$ 6[ ]66 ! the shareholders. 6[^  overall strategic objectives. An effective internal audit function covers Commercial Bank’s entire scope of operations in Sri Lanka and in Bangladesh.

The sections of this Annual Report devoted to ‘Corporate  Annual external audits of Financial Statements are conducted by Governance’ (Refer pages 142 to 182) and ‘Managing Risk at ^W#$37$*'Y[[ are undertaken by regulators such as the Central Bank of Sri Lanka govern our business and manage risk, respectively. (CBSL), Bangladesh Bank, the Sri Lanka Accounting and Auditing Standards Monitoring Board and the Inland Revenue Department. ^ discussed in detail in the report section devoted to ‘Operational #[‡^W#*$_3Y[ ‘Management Discussion and Analysis’ and also the ‘Highlights of the Year’ that are given on page 6.

We have put in place various mechanisms to monitor our progress [ˆŠ

 Detailed management accounts, including key performance data, ‡6[ explanations of material variances. The Bank prepares interim and X{] {V{W{VX#{‰V“{Y6[ [>X# Standards (IFRS). SUSTAINABILITY REPORT 80 Commercial Bank of Ceylon PLC Annual Report 2014

Economic Sustainability

Direct Economic Value Generated and Distributed [[^{V

Sri Lanka Operation Bangladesh Operation For the year ended December 31, 2014 2013 2012 2011 2010 2014 2013 2012 2011 2010 Rs. Mn. Rs. Mn. Rs. Mn. Rs. Mn. Rs. Mn. Rs. Mn. Rs. Mn. Rs. Mn. Rs. Mn. Rs. Mn.

Source of Income Interest Income 57,244 57,534 49,169 35,914 32,293 4,588 4,653 3,516 2,442 2,447 X@"ˆ 1,029 1,541 4,246 1,811 1,329 452 455 448 510 412 Commission Income 4,405 3,876 3,253 2,977 2,886 426 374 345 348 334 Investment Income 99 873 103 81 188 14 14 16 – 19 Other 5,932 3,722 2,201 1,715 1,468 253 118 98 61 146 68,709 67,546 58,972 42,498 38,164 5,733 5,614 4,423 3,361 3,358

Distribution of Income ‡‰‡ Holders as Interest 32,812 34,617 28,148 18,452 17,241 1,798 2,262 1,682 1,198 1,087 To Employees as Emoluments 8,255 7,555 7,190 5,834 5,162 648 631 580 456 426 Depreciation Set Aside 1,119 881 987 699 485 82 55 48 49 54 ˆˆVV‰ Impairment Charges 4,571 4,606 3,155 1,763 1,163 348 21 42 45 29 To Providers of Supplies and Services 6,131 5,629 5,046 4,661 3,402 88 297 183 167 377 To Government as Taxation 6,185 5,149 5,357 3,946 5,885 1,170 961 827 596 630 - Income Tax 3,386 3,104 3,370 2,418 3,164 1,170 961 827 596 630 !’? Financial Services 2,689 1,969 1,987 1,523 2,709 – – – – – - Crop Insurance Levy 110 76 – – – – – – – – - Debits Tax – – – 5 12 – – – – – To Shareholders as Dividends 5,628 5,519 5,418 4,905 2,642 – – – – – To Community 53 51 51 110 57 2 – 1 – 1 To Reserves 3,955 3,539 3,620 2,128 2,127 1,597 1,387 1,060 850 754 68,709 67,546 58,972 42,498 38,164 5,733 5,614 4,423 3,361 3,358

?Š‡$/33 $/3*X{[{V{W{VX#{‰V“{Y6 [$/3/{V{W{V{Y Annual Report 2014 Commercial Bank of Ceylon PLC 81 SUSTAINABILITY REPORT

Economic Sustainability

Sources and Distribution of Income Sources of Income (Rs. Mn) Distribution of Income (Rs. Mn) Sri Lanka

10

11

12

13

14

70,000 60,000 50,000 40,000 30,00020,000 10,000 0 10,000 20,000 30,000 40,000 50,000 60,000 70,000

Bangladesh

10

11

12

13

14

7,000 6,000 5,000 4,000 3,0002,000 1,000 0 1,000 2,000 3,000 4,000 5,000 6,000 7,000

Interest Income To Depositors/Debentureholders as Interest Foreign Exchange Profit To Employees as Emoluments Commission Income Depreciation Set Aside Investment Income Provision for Possible Loan Losses/Impairment Charges Other To Providers of Suppliers and Services To Government as Taxation To Shareholders as Dividends To Community To Reserves SUSTAINABILITY REPORT 82 Commercial Bank of Ceylon PLC Annual Report 2014

Economic Sustainability

Economic Value Added (EVA) @’]> 6 @’$/3*#76:_$+6[@’#$76*'&+Œ [{V@’

For the year ended December 31, 2014 2013 2012 2011 2010 Rs. Mn. Rs. Mn. Rs. Mn. Rs. Mn. Rs. Mn.

Invested Equity Shareholders’ Funds 70,512 60,944 52,577 43,766 33,302 ŠVVˆ‰ˆ> 16,956 15,787 13,501 11,601 4,900 Total 87,468 76,731 66,078 55,367 38,202

Earnings ˆ"‡ˆ{ 11,180 10,446 10,098 7,883 5,523 Add: Loan Losses and Provisions/Impairment Provision 4,919 5,204 3,197 1,808 1,192 VŠVVŒ! (27) (99) (5) (24) (6) Total 16,072 15,551 13,290 9,667 6,709

@]W3$+ΠTreasury Bill Rate Plus 2% for the Risk Premium) 8.66% 12.63% 13.97% 9.53% 10.49% @] 7,110 9,018 8,483 4,459 3,761 Economic Value Added 8,962 6,532 4,807 5,208 2,948

Our Indirect Economic Impact [ ‡ Sri Lanka’s leading banks, accounting for approximately 10% of the many large infrastructure projects that help to fuel the country’s {VŒ [6![6 [ [>] [6[ [ stability of the country’s economy. [Ž$/3* [ Annual Report 2014 Commercial Bank of Ceylon PLC 83 SUSTAINABILITY REPORT

Economic Sustainability

Business Continuity Management Continuity of critical business operations is vital to the Bank’s [ +{6[ representatives of corporate and senior management, provides overall guidance to the Business Continuity Planning (BCP) 6[ key business and service units of the Bank.

The BCP Committee has developed a formal Business Continuity ˆ6![] {V6[>6 [{V]6 ahead in the industry and reinforces our international presence. It addresses operational risks and strives to minimise any threats posed 6[ as external events, including natural disasters.

6[ place disaster recovery sites at remote locations and periodic role- ["^[ any disaster situation. These exercises are aimed at identifying issues [[ sustainability report 84 Commercial Bank of Ceylon PLC Annual Report 2014 Product Responsibility

The Bank offers a wide range of products and services designed to meet a spectrum of customer needs. We constantly refine our existing products and develop new products and services addressing the evolving requirements of our customers, as well as technological change, market competition and economic and demographic developments. Flexible options within our offering enable customers to tailor products and services to their exact needs. Annual Report 2014 Commercial Bank of Ceylon PLC 85 SUSTAINABILITY REPORT

Product Responsibility

PERSONAL DIGITAL POINT OF SALES (POS) ASSISTANT (PDA)

SMS/ AGENT TELEPHONE NETWORK BANKING SMS

MOBILE CALL BANKING CENTRE

AUTOMATED BANKING BRANCHES CENTRES

PRIORITY BANKING ATM’s

INTERNET BANKING

The Bank serves customers’ banking needs 365 days a year, "* through special holiday banking services at selected branches. branches and ATMs, Commercial Bank supports the Sri Lankan Our supermarket banking outlets further extend banking services  for added convenience. Refer to page 43 for details on banking hours. + our business operations, products and services in order to play our We are proactive in making service improvements, introducing * state-of-the-art technology into our processes and channels to * " economically disadvantaged areas. 24-hour automated banking centre at Ward Place in 2014 and  #$%&#'" application (App) for Smartphone users to access ‘Combank Online’ facility conveniently through their hand phone devices. SUSTAINABILITY REPORT 86 Commercial Bank of Ceylon PLC Annual Report 2014

Product Responsibility

Access Points in Low-Populated or Economically Disadvantaged Areas /78&* As at December 31, 2014 2013 2012 of vital economic activity. The Northern and the Eastern provinces  Northern Province /%&&9 No. of Branches 15 15 15 No. of ATMs 35 34 33 branches and installing ATMs, revitalising communities and helping Deposits (Rs. Mn.) 27,857 24,573 21,907 summarises the number of branches and ATMs in operation as of Advances (Rs. Mn.) 5,705 7,914 10,459 December 31, 2014 and related business volumes, underlining the Eastern Province : No. of Branches 9 98 No. of ATMs 19 18 17 Deposits (Rs. Mn.) 5,898 4,870 4,501 Advances (Rs. Mn.) 3,010 3,596 3,873

Initiatives to Improve Access to Financial Services for Disadvantaged People  :

 Executing advertising materials in three languages – Sinhala, Tamil and English.

 >?@ can communicate in all three languages.

 F " ##GHII %J

Products Designed to Benefit Society >%&#K development lending arm, using a group lending model for * conventional loans due to a lack of acceptable collateral. Financial * loan schemes.

"U89V * X  Annual Report 2014 Commercial Bank of Ceylon PLC 87 SUSTAINABILITY REPORT

Product Responsibility

%&#K:

Funded by the Bank Funded through U/ No. of Amount No. of Amount /Y Loans Rs. Mn. Loans Rs. Mn.

Agriculture 805 3,160 3,094 762 Agriculture - Leasing 35 73 – – V 701 282 570 95 Total 1,541 3,515 3,664 857

Product/Service Labelling and Marketing +X: Communications  Approvals by both external and internal parties prior to the Z launch and communication of any customer or employee related and ensure that our products and services are clearly explained, promotional activity. consistently branded and directed to all sectors of the public. We  Rules and regulations concerning displays, public-address systems, disseminate clear, accurate, timely and relevant information about branding signage and similar materials. commissions, charges, tariffs, terms and conditions.  Approval from the relevant Heads of departments for Up-to-date information on products and services is available through  Assurance from a designated department that information posted from 8.30 a.m. to 5.00 p.m. on all business days. In the countries  Sale of Banned or Disputed Products

The Marketing Department, headed by the Deputy General As a matter of strict policy, the Bank does not sell or market products Manager – Marketing, ensures that marketing communications or services that are banned in any market or are the subject of : X? project that is deemed illegal or that involves production of, or trade  :zz H%&{  U JzXz*  Avoid exposing the Bank to potential litigation. %$

 Avoid racial content or inappropriate imagery and information. "  Are transparent and do not mislead customers. * 8{  Present clear and consistent messaging. loans portfolio.  `Y The Bank provides a set of products and services that are highly  +X Charter of the CBSL. /7  Avoid infringing intellectual property rights. Z *  j?+ F| Properties of Sri Lanka, in order to maintain the rights of such services on offer – including features, pricing, rates and tariffs –  Z target groups. SUSTAINABILITY REPORT 88 Commercial Bank of Ceylon PLC Annual Report 2014

Product Responsibility

Customer Privacy Safeguarding customer privacy is of paramount concern to " place systems and procedures designed to protect customers’ private }:

 Z

 Restrictions on the disclosure of account information to any third party.

 Continuous improvements in the protection of online privacy.

 Assurance of email privacy.

 Maintenance of accurate customer information.

 Preventing access to banking transactions for underage children unless a parent has given consent.

 Limitations and controls on employees’ access to personal information of customers. The Bank remains vigilant about possible threats to security of information communicated through potentially vulnerable electronic media. We are constantly strengthening the security of products and services that rely on digital transmission of data, including Internet banking, mobile banking and point-of-sales transactions. The Bank’s Integrated Risk Management Department, Inspection Department and the Information Technology Department play pivotal substantiated complaints regarding breaches of customer privacy and losses of data during the reporting period.

Market Surveys on Customer Satisfaction ~:

 Assessing the needs and expectations of customers.

 Determining current satisfaction levels in relation to set customer X

 @ customer loyalty.

 Providing strategic direction for improvement in critical areas.

 Identifying opportunities that can be leveraged for competitive advantage. year-over-year shifts in loyalty, customer satisfaction, future potential X 

Though this survey results revealed a shift from the ‘Truly Loyal’ segment to the ‘Trapped’ 'K{HG#{%J of customers continued to be ‘Truly Loyal’. The ‘Trapped’ segment #9{#I{% Annual Report 2014 Commercial Bank of Ceylon PLC 89 SUSTAINABILITY REPORT

Product Responsibility

a similar trend in the comparable banks too. We exceeded the We strive constantly to ensure that effective social and environmental management practices are adopted in the Bank’s activities, products scores related to discontinuing relationships and customer ‘inertia’ :   @~ Y X/ X Environmental Policy. banking channels and communication effectiveness.  |~ Product Development Committee X of our policy. The Bank’s Product Development Committee is responsible for  Making our best effort to ensure that projects are operated in X ||   the divisions responsible for internal audit, information technology, Maintaining transparency in activities of the Bank.   @ uphold in the area of social and environmental management. : /@V/*V* Risk, enables the Integrated Risk Management function to validate  F target market. SEMS compliance on credit proposals of Rs. 100 Mn. or more that X/@V/*X  Financially and technically viable.  ~+ >   X and conditions established by the International Finance Corporation.  Avoid infringement of any intellectual property rights.   / ~   ~Z used by customers. ~ Managing the Social and Environmental Impacts of X Products and Services interactions in face-to-face encounters during client project visits.

Activities undertaken directly by the Bank conform to effective social The mandate of Commercial Bank’s SEMS Co-ordinator is to ensure and environmental management practices. In addition, the potential ~  Co-ordinator receives ongoing training to continuously update also considered during credit evaluation. Lending decisions must be X"* /@V/H/@V/J augmented by external support as needed – to instruct and mobilise Z and social issues. We make every effort to assist our customers to be ~ * proposals that do not meet current standards. /@V/€ SEMS evaluations carried out during the reporting period. F/@V/ and manage the social and environmental issues and risks associated Number of Credit Proposals Evaluated 3,063 z Number of Credit Proposals Rejected None * Number of Credit Proposals Approved Subject to Conditions None  Number of Non-Compliance Incidents Observed None year or less. SUSTAINABILITY REPORT 90 Commercial Bank of Ceylon PLC Annual Report 2014 Human Resources Management

Z Employment  candidates best suited for open positions, applying fair, objective " "X X X~? skills development. as either banking or management trainees. Some specialised jobs call * "*" ? /|@Z rules, regulations and day-to-day business practices through orientation programmes designed to help them integrate smoothly We strongly believe that an effective collective bargaining process into their roles. covering employee compensation and human rights concerns helps to *

Total Number and Rates of New Employee Hires by Age Group and Gender – Sri Lanka

For the year ended December 31, 2014 2013 2012 New Employee Rate of New ?@ U? ?@ U? Hired Employee Hired % Hired Employee Hired % Hired Employee Hired % YZ€ Male Female Male Female Male Female Male Female Male Female Male Female

Corporate Management 8&‚ –––– –––– –––– 30 - 50 Years –––– –––– –––– 51 - 60 Years –––– –––– ––––

8&‚ 3 3 0.22 0.67 1 2 0.08 0.46 – 1 – 0.23 30 - 50 Years 5 3 0.36 0.67 1 1 0.08 0.23 2 – 0.16 – 51 - 60 Years 1 – 0.07 – –––– ––––

Junior Executive Assistant and Allied 8&‚ –––– –––– –––– 30 - 50 Years –––– 1 1 0.06 0.21 – – – – 51 - 60 Years –––– –––– ––––

Banking Trainees 8&‚ 216 84 60.34 51.22 206 95 67.76 43.58 106 101 22.70 61.96 30 - 50 Years –––– –––– –––– 51 - 60 Years –––– –––– ––––

Others 8&‚ –––– –––– –––– 30 - 50 Years –––– –––– –––– 51 - 60 Years –––– –––– –––– Total 225 90 6.52 7.56 209 99 6.20 8.63 108 102 3.26 9.38 Annual Report 2014 Commercial Bank of Ceylon PLC 91 SUSTAINABILITY REPORT

Human Resources Management

Total Number and Rates of New Employee Hires by Age Group and Gender – Bangladesh

For the year ended December 31, 2014 2013 2012 New Employee Rate of New ?@ U? ?@ U? Hired Employee Hired % Hired Employee Hired % Hired Employee Hired % YZ€ Male Female Male Female Male Female Male Female Male Female Male Female

Corporate Management 8&‚ –––– –––– –––– 30 - 50 Years –––– –––– –––– 51 - 60 Years –––– –––– ––––

8&‚ –––– – – – – 1 – 0.98 – 30 - 50 Years –––– 1 – 0.98 – 2 – 1.96 – 51 - 60 Years –––– –––– ––––

Junior Executive Assistance and Allied 8&‚ 10 3 12.82 3.85 18 4 32.14 21.05 9 6 16.07 31.58 30 - 50 Years 1 – 1.28 – – – – – 2 – 3.57 – 51 - 60 Years –––– –––– ––––

Banking Trainees 8&‚ –––– –––– –––– 30 - 50 Years –––– –––– –––– 51 - 60 Years –––– –––– ––––

Others 8&‚ –––– –––– –––– 30 - 50 Years –––– –––– –––– 51 - 60 Years –––– –––– –––– Total 11 3 14.10 1.42 19 4 11.38 9.09 14 6 8.86 13.64

KG&&*$&&* * +~* outsourced. As a policy, the Bank does not recruit employees on a part-time basis. SUSTAINABILITY REPORT 92 Commercial Bank of Ceylon PLC Annual Report 2014

Human Resources Management

=>##?@!X

No. of Employees Composition of Employees As at December 31, 2014 2013 2012 2014 2013 2012

Sri Lanka Full-time employees - Male 3,449 3,372 3,312 74.35 74.62 75.27 Full-time employees - Female 1,191 1,147 1,088 25.65 25.38 24.73 Total 4,640 4,519 4,400 100.00 100.00 100.00 Outsourced employees - Male 352 358 344 61.00 60.58 56.39 Outsourced employees - Female 225 233 266 39.00 39.42 43.61 Total 577 591 610 100.00 100.00 100.00

Bangladesh Full-time employees - Male 168 167 158 79.25 79.15 78.22 Full-time employees - Female 44 44 44 20.75 20.85 21.78 Total 212 211 202 100.00 100.00 100.00 Outsourced employees - Male – –– ––– Outsourced employees - Female – –– ––– Total – –– –––

Proportion of Senior Management Hired from the Local Community Z„ /7#&&{/7 %%{/7'G{ #&&{ from Bangladesh.

Return to Work and Retention Rate After Maternity Leave

Country and Description 2014 2013 2012

Sri Lanka No. of employees entitled to maternity leave 1,191 1,147 1,088 ? 51 60 58 ? 39 58 60 ?#%* 58 60 70 UH{J 100 98 100 Retention rate (%) 100 100 100

Bangladesh No. of employees entitled for maternity leave 35 33 30 ? 3 54 ? 1 54 ?#%* 5 43 UH{J 100 100 100 Retention rate (%) 100 100 100

Annual Report 2014 Commercial Bank of Ceylon PLC 93 SUSTAINABILITY REPORT

Human Resources Management

Human Resources Development Performance Evaluation Training and Education " Commercial Bank is fully committed to training and developing our employee development. The Bank’s current performance appraisal employees so they can achieve their full potential and face future " build and maintain a target-driven culture – a key factor shaping is conducive to learning and development, encouraging our people to our success as an industry leader. All permanent employees of the X Bank are subject to an annual performance evaluation that has been carefully designed to yield a fair and balanced assessment of their performance. The performance measurement mechanism assesses |/>H/>J :  Achievement of key performance indicators (for executive grades). levels of professional success. The SDC helps employees realise  †X their potential by linking learning to practice, fostering a cycle of X continuous development that extends individual horizons and boosts overall morale.  Customer orientation.

 Communications and interpersonal skills. />   Planning, administration and organisation. />  Creative thinking. comprehensive needs assessment and then prepares a training calendar for employees at all levels.  /*

 @

 Areas for improvement and further training.

 F IN-CLASS  / TRAINING betterment of the Bank.

OUTBOUND EXTERNAL TRAINING TRAINING

HRM

E-LEARNING OVERSEAS TRAINING SDC

RC RC RC

LIBRARY IT TRAINING FACILITIES CENTRE

SUPPORT PROGRAMMES FOR INTERNAL AND QUIZ COMPETITIONS PROFESSIONAL EXAMINATIONS

HRM Human Resource ManagementSDC Staff Development CentreRC Regional Centres SUSTAINABILITY REPORT 94 Commercial Bank of Ceylon PLC Annual Report 2014

Human Resources Management

/7

For the year ended December 31, 2014 2013 2012 Training Hours Training Hours Training Hours Employee Category and Per Per Per Type of Programme Male Female Total Employee Male Female Total Employee Male Female Total Employee

Corporate Management 970 34 1,004 43.65 1,312 78 1,390 42.12 1,454 38 1,491 43.85 Technical 418 20 438 19.04 782 66 848 25.20 825 38 863 25.38 Soft Skills 208 14 222 9.65 234 12 246 7.45 156 – 156 4.59 Overseas 344 – 344 14.96 296 – 296 8.97 472 – 472 13.88

23,926 8,608 32,534 17.78 32,275 9,037 41,311 21.99 29,489 8,527 38,016 20.58 Technical 13,586 4,198 17,784 9.72 24,887 6,641 31,527 16.78 25,891 6,793 32,684 17.70 Soft Skills 9,284 3,946 13,230 7.23 6,716 2,204 8,920 4.75 2,654 1,454 4,108 2.22 Overseas 1,056 464 1,520 0.83 672 192 864 0.46 944 280 1,224 0.66

Junior Executive Assistants and Allied Grades 41,392 12,998 54,390 25.01 59,588 9,846 69,074 31.45 19,423 3,014 22,437 11.33 Technical 37,860 11,990 49,850 22.92 55,388 8,418 63,806 29.06 18,295 2,596 20,891 10.55 Soft Skills 3,532 1,008 4,540 2.09 4,072 1,068 5,140 2.34 1,128 418 1,546 0.78 Overseas –––– 128 – 128 0.06 ––––

Banking Trainees 26,606 11,880 38,486 73.73 30,169 11,984 42,153 80.75 29,360 12,652 42,012 66.69 Technical 26,070 11,592 37,662 72.15 28,381 11,392 39,773 76.19 28,104 12,336 40,440 64.19 Soft Skills 536 288 824 1.58 1,788 592 2,380 4.56 1,256 316 1,572 2.50 Total 92,894 33,520 126,414 27.24 123,344 30,584 153,928 32.54 79,726 24,231 103,956 22.59

Reward Management X Remuneration, incentives and other perks for non-executive grades the Bank and the Ceylon Bank Employees Union. Promotions * achievement of the Bank’s strategic goals. performance evaluations. /7/ˆ|@ Zj @Z and the Ceylon Bank Employees Union – maintain a regular dialogue corporate peers, the Bank stays abreast of current trends relating to given due consideration in the formulation of relevant policies and proposals. |  F |+/}V@ /7  considering the market rates applicable for similar categories and ** on achieving the goals set out in our corporate plan. Executive on market practices and, as in Sri Lanka, these employees receive > increments, incentives and promotions based on the results of their  annual performance evaluations. targets. Our approach to performance evaluation is fully aligned X made to remuneration policies and procedures must be passed mechanism that recognises multiple levels of performance keyed through the Human Resources and Remuneration Committee to an incentive matrix. recommending any changes to the full Board. Annual Report 2014 Commercial Bank of Ceylon PLC 95 SUSTAINABILITY REPORT

Human Resources Management

Benefits Provided to Full-Time Employees As a matter of policy, the Bank does not recruit part-time employees. Although employees hired by the Bank through outsourcing are not |/7 jU> : applicable statutes. We also ensure that mandatory contributions are  @F bargaining agreement. Fund and the Employees’ Trust Fund, in addition to providing  * remuneration governed by the Payment of Gratuities Act. executive roles. Diversity, Equal Opportunity and Equal Remuneration  j X  /* in offering our employees both career opportunities and competitive  V "X critical illnesses. religious beliefs, gender or age. We only consider employees’ relevant  A death gratuity scheme extending to the legitimate dependants of skills and competencies, as those are the attributes that create   A personal accident insurance scheme. improve their overall personal and professional satisfaction – key components of stakeholder value.  FY Sri Lankan operations being the largest of our operations employs locations that pose logistical, housing and cost-of-living challenges. staff from various ethnicities. In certain instances, in order to serve  U hiring and deploying staff at branches based on composition of the The Bank also helps branches and departments to organise annual * such events to every employee.

Age Analysis of Empolyees by Gender 2012-2014 (Sri Lanka and Bangladesh)

(No.)

2,000

1,750

1,500

1,250

1,000

750

500

250

0 Male Female Male FemaleMale Female 2014 2013 2012

51 60 Years 41 50 Years 31 40 Years 21 30 Years 20 Years and Below SUSTAINABILITY REPORT 96 Commercial Bank of Ceylon PLC Annual Report 2014

Human Resources Management

Composition of the Board and Employees by Category

As at December 31, 2014 2013 Gender (%) Age Group (%) Gender (%) Age Group (%) Below 30 30 - 50 Over 50 8& 30 - 50 Over 50 Male Female Years Years Years Male Female Years Years Years

Board of Directors 100.00 – – – 100.00 100.00 – – – 100.00 Corporate Management 91.30 8.70 – 43.47 56.53 87.50 12.50 – 33.33 66.67 @| 75.40 24.60 15.54 75.13 9.33 74.66 25.34 16.39 73.44 10.17 Junior Executive Assistants and Allied Grades 73.65 26.35 68.83 29.65 1.52 77.27 22.73 69.35 28.64 2.01 Banking Trainees 68.58 31.42 100.00 ––58.24 41.76 100.00 –– |Z| 100.00 ––53.33 46.67 100.00 ––58.00 42.00

Equal Remuneration for Women and Men: Basic Salary Ratio by Employee Category

Ratio for Basic Salary Women to Men As at December 31, 2014 2013 2012

Corporate Management 1:0.84 #:&G' #:&9' @| 1:0.93 #:&9G #:&9I Junior Executive Assistants and Allied Grades 1:0.91 #:&G$ #:&GG Banking Trainees 1:1.00 #:&9G #:#&I

Staff Welfare Employee Changes Activities related to employees’ career advancement, transfers, termination, dismissal or retirement are enacted according to the  X  Commercial Bank Sports and Recreation Club  " Promotions help employees better meet the heavy demands of serving F We are mindful of the need to keep employees at all levels of self-improvement also helps to build character. The Bank provides progress in their careers and receive promotions. The potential assistance to participate in different sports. In the gym and on  roles and a demonstrated ability to perform their duties at a level and dedication.

We also give an annual grant to the Commercial Bank Sports & Promotions for the non-executive cadre, including junior executive Recreation Club and provide facilities for the Club’s activities. And * Z children, usually held in December.  Employee and Labour Relationship Management executive tier by achieving consistently strong performance reports F " executive tiers are governed by a formal performance appraisal purpose among the Bank’s employees, maintaining harmonious relations based on trust, common values and mutual understanding. must demonstrate that he or she has developed the specialised We encourage open and frank dialogue throughout the organisation, XX garnering constructive suggestions that help to promote both **Z guidance that foster self-development, team building, grievance resolution and camaraderie among our dedicated people. Annual Report 2014 Commercial Bank of Ceylon PLC 97 SUSTAINABILITY REPORT

Human Resources Management

Transfers U:

 UYU spectrum of the Bank’s operations – and in some cases are used  Termination of contract "  ‹ transferred, because of business imperatives, to locations at a  Dismissal due to unsatisfactory performance or misconduct   Redundancy  FY> | length for a posting to a particular location. This helps to keep Employee Turnover by Reason for Separation ~Z the Bank’s transfer policy ensures that employees receive horizon- Sri Lanka Bangladesh broadening exposure to various aspects of banking, enabling them to Male Female Total Male Female Total explore their full potential. Resignations 106 35 141 8 3 11 Retirements 33 8 41 2 2 Separation Deceased 1 1 2 – – – The Bank executes any employment separations in full compliance Terminations 5 1 6 – – – or the nature of the position do not play into such decisions. Premature Retirement on Medical Grounds 3 1 4 – – – Total 148 46 194 10 3 13

Total Number and Percentage of Employee Attrition by Age Group and Gender – Sri Lanka

For the year ended December 31, 2014 2013 2012 Employee Attrition Rate of Attrition (%) Employee Attrition Rate of Attrition (%) Employee Attrition Rate of Attrition (%) YZ€ Male Female Male Female Male Female Male Female Male Female Male Female

Corporate Management 8&‚ –––– –––– –––– 30 - 50 Years –––– –––– –––– 51 - 60 Years 4 1 19.05 50.00 3 – 13.64 – 3 – 13.64 –

8&‚ 1 3 0.07 0.67 5 1 0.38 0.23 4 5 0.31 1.14 30 - 50 Years 5 8 0.36 1.77 20 4 1.53 0.90 16 5 1.25 1.14 51 - 60 Years 24 4 1.74 0.89 21 5 1.61 1.13 17 3 1.33 0.69

Junior Executive Assistant and Allied 8&‚ 38 5 2.37 0.87 34 9 2.07 1.87 19 9 1.33 1.86 30 - 50 Years 9 5 0.56 0.87 5 3 0.31 0.62 2 5 0.14 1.03 51 - 60 Years 5 5 0.31 0.87 4 4 0.24 0.83 1 3 0.07 0.62

Banking Trainees 8&‚ 52 15 14.53 9.15 49 14 16.12 6.42 23 9 4.93 5.52 30 - 50 Years –––– – – – – 1 – 0.21 – 51 - 60 Years –––– –––– ––––

Others 8&‚ –––– –––– –––– 30 - 50 Years –––– – – – – 1 – 0.90 – 51 - 60 Years 10 – 11.11 – 8 – 8.00 – 9 – 8.11 – Total 148 46 4.23 3.90 149 40 4.42 3.49 96 39 2.90 3.58

SUSTAINABILITY REPORT 98 Commercial Bank of Ceylon PLC Annual Report 2014

Human Resources Management

Total Number and Percentage of Employee Attrition by Age Group and Gender – Bangladesh

For the year ended December 31, 2014 2013 2012 Employee Attrition Rate of Attrition (%) Employee Attrition Rate of Attrition (%) Employee Attrition Rate of Attrition (%) YZ€ Male Female Male Female Male Female Male Female Male Female Male Female

Corporate Management 8&‚ – ––– –––– –––– 30 - 50 Years –––– –––– –––– 51 - 60 Years –––– –––– ––––

8&‚ –––– 9 3 8.82 12.00–––– 30 - 50 Years 2 – 1.96 – 1 1 0.98 4.00 7 5 6.86 20.00 51 - 60 Years –––– –––– ––––

Junior Executive Assistant and Allied 8&‚ 8 3 13.33 16.67 –––– –––– 30 - 50 Years –––– –––– 315.36 5.26 51 - 60 Years –––– –––– ––––

Banking Trainees 8&‚ –––– –––– –––– 30 - 50 Years –––– –––– –––– 51 - 60 Years –––– –––– ––––

Others 8&‚ –––– –––– –––– 30 - 50 Years –––– –––– –––– 51 - 60 Years –––– –––– –––– Total 10 3 5.95 6.82 10 4 6.33 9.09 10 4 6.33 13.64

I&~%&&8 $$I&Z* #& Annual Report 2014 Commercial Bank of Ceylon PLC 99 SUSTAINABILITY REPORT

Human Resources Management

Service Analysis of Employees by Category 2014 Age Analysis of Employees by Category 2014 (Sri Lanka and Bangladesh) (Sri Lanka and Bangladesh)

(No.) (%)

1,600 100

1,280 80

960 60

640 40

320 20

0 0 Above 16- 20 11- 15 610- Below 51- 60 41- 50 31- 40 21- 30 20 Years 20 Years Years Years Years 5 Years Years Years Years Years and Below

Corporate Management Executive Officers Corporate Management Executive Officers Junior Executive Assistants & Allied Banking Trainees (BTs) and Junior Executive Assistants & Allied Banking Trainees (BTs) and Office Assistants & Others Graduate Trainees (GTs) Office Assistants & Others Graduate Trainees (GTs)

Minimum Notice Period for Operational Changes Industrial Relations Z Type of Change Minimum Notice Period role that employee organisations and trade unions play in acting " Collective Bargaining 8I respectfully, recognising that by maintaining a meaningful dialogue Transfers % Terminations K*#% goals. We do not engage in any measures that are detrimental to the Retirements 8*K Dismissals Immediate organisations to do so. We take steps to ensure industrial harmony ‹U/ Z and encourage the resolution of disputes through a constructive process of negotiation, conciliation and consensus building.

VG&{/7  | Bangladesh does not have any employee associations.

As at December 31, 2014 2013 2012 Name of Employee Association No. % No. % No. %

Ceylon Bank Employees’ Union 3,260 70.21 3,102 69.04 2,928 63.62 Commercial Bank Executive Association 616 13.27 590 13.13 588 12.78 Total 3,876 83.48 3,692 82.17 3,516 76.40 SUSTAINABILITY REPORT 100 Commercial Bank of Ceylon PLC Annual Report 2014

Human Resources Management

Occupational Health and Safety People are the focus of the Bank’s Human Capital Policy. We manage Employees can easily access the intranet site of the Bank’s Security * >   capabilities, attitude and potential. We place a high value on the j|`F physical and mental health of our staff and are mindful of the can respond appropriately in the event of a real threat. After each drill, stressful effects of a performance-driven culture. For this reason, and recommendations to remedy them. The Security Department has @* Y long term investment.  X medical insurance scheme for all permanent employees covering both in-house treatment and reimbursement of outside medical costs. Handling of Grievances In addition to this insurance scheme, employees covered under the * K& * " being admitted to a hospital, subject to a maximum threshold. + * to emergencies such as robberies and other aggressive acts. In have the option of referring matters to the Commissioner of Labour. %&#K%K' Œ/|j ~ Resources Department, employees can air any concerns regarding Bank management acted immediately to provide medical treatment potential violation of human rights directly to the attention of the jU certain other steps to assist the employee and his family to recover Department. Representatives from the Department also make regular from the trauma. In addition, the management decided to restrict the banking hours of the affected branch. These visits help us to identify risks, uncover potential rights violations and address any other issues of concern. deployment of trained security personnel at customer locations, during the reporting period. ‹ support from specialised departments for branches in need of assistance. The Bank’s Integrated Risk Management Department reports such events to the Executive Integrated Risk V situations from recurring.

+%&#K  X+  X X "  X Annual Report 2014 Commercial Bank of Ceylon PLC 101 SUSTAINABILITY REPORT Societal Responsibility

Human Rights SSOOCIIETTAAL RESPPONSIIBILLITY For Commercial Bank, the scope of corporate responsibility enshrined in the Universal Declaration of Human Rights proclaimed extends to many areas of society. We make every effort to ensure `?+ that our enterprise and partners in our supply chain conduct 7|: business in a manner that avoids moral hazards, corruption and anti-competitive behaviour.  Freedom of association and the right to collective bargaining.

 The elimination of all forms of compulsory labour. "   The effective abolition of child labour. *"  Z  >> The Bank has pledged to uphold the 10 principles of UN Global industrial and housing loan products at reasonable interest rates. " Z committed to safeguarding human rights and to preserving X X " minimal collateral and offering longer repayment periods. accepted best practices governing aspects of human rights, including   condone or support any form of forced or compulsory labour, child ** labour, discrimination or sexual harassment. Z Our Human Resources Department, business line heads, to small and medium-scale entrepreneurs, their success creates jobs departmental heads and branch managers are all held responsible in the surrounding region. for upholding human rights at all times. They are expected to be vigilant and report promptly on any breach or violation affecting any V V" * Charter mandates staff members to shed light on potential human " Z~X  X believe there are tremendous opportunities in this untapped market. HJ #% found guilty of such violations. testament to our belief in its future potential.

|+> Agriculture and Microfinance Sector – Capacity- that aspects of human rights are being properly handled and managed Building Programmes jU> |>> "+> regulatory authorities and entities, implemented nine capacity-building grievance-handling procedure has been appropriately applied in programmes in 2014, targeting agricultural customers – cultivators, farmers, producers and traders – in various parts of  |  improved productivity measures and various forms of risk-mitigation during 2014. 

Programme Target Group Number of Participants

Introduction to the Bank’s lending products for the agriculture sector Members of Traders Association – Warakapola 30 Z* Green leaves suppliers – Ratnapura 41 Z Grapes cultivators – Manipay, Jaffna 44 Z ‹ V 38 Z / † 88 Z VF/ V 48 Cinnamon oil processing Cinnamon oil processing businessmen – Baddegama 30  Tea small-holders and suppliers – Akuressa 40 Dairy farming Commercial scale dairy farmers – Tissamaharama 23 SUSTAINABILITY REPORT 102 Commercial Bank of Ceylon PLC Annual Report 2014

Societal Responsibility

Operations with Negative Impacts X~~ X" obtained from the appropriate authorities.

7 the Social and Environmental Management System (SEMS) Co-ordinator. Any disbursement of loans is subject to conditions imposed by the SEMS 

CSR Trust Fund Initiatives

CSR PROJECTS IN 2014 – TOTAL FUNDS UTILISED: RS. 88.58 MN. TOTAL NO. OF PROJECTS COMPLETED: 75

Education Health Care Community Other Projects

Rs. 55.60 Mn. !!

IT Labs Main Health Care Main Community Culture & Heritage !

Skills Development Regional CSR (Health Care) Disaster Relief Environment ! Regional CSR (Community) Support of War Heroes Online Learning !

Scholarships Granted to University Students "#$%%&'$%( In Force as at 31.12.2014 - 86 )*$"#$%(+

Regional CSR (Education) !

Establish in 2004, the CSR Trust Fund receives its allocation of "$%9%<$$'&%$G%H<#%$ funds from the Bank annually, an amount up to 1% of the post-tax undertaken during the year. The CSR Trust has invested Rs. 88.58 %9&:$;<&=>%?$<$ Mn. for its 75 CSR initiatives carried out during the year 2014. The Bank provided Rs. 52.5 Mn. from its previous year’s post-tax %&=>%>&:$;?=$@$% Method of Identification of Projects and Selection Process focused on six key areas, namely, education, health care, culture K%$'D%H<$%<9%&%<$<& A&%$D%&$G$9#$%&%D%$<$$@D community and for their ability to deliver sustainable long term disaster relief and environment. Our main focus has been on the G%<%<$&<%'$$%%$99 $@$<9<$9<&%&<%'$#G@ G%9%&$(#G%$<&#%;$%@$%'@@ that the future of our Nation is determined by the children of today. in identifying project proposals from their localities. Annual Report 2014 Commercial Bank of Ceylon PLC 103 SUSTAINABILITY REPORT

Societal Responsibility

These include IT labs to government schools, essential medical productivity. Specialised businesses and industries, including the L@%&$D$%%9$%$ banking sector and the BPO industry strategically uses ICT as an regional CSR initiatives. In addition, the CSR Trust continuously enabling technology. We are looking at offering ICT education to engages in identifying sustainable projects having a national <&<&%@$%W>$G@&%L%;# importance through various sources from the society. All such $;<$<<$@<D9#$%&$ proposals are evaluated by the CSR Coordinator and her team for operates them, applications that run on them and systems that are <9%'#&&$#9&=>%>& G#&&>#%H<#%<$%%9%$<&% shortlisted proposals are tabled at the monthly meeting of the Board @&%L%L$<$%%%$&% 9>%9%&%@$$$%$<$"%@%H< at respective schools. A group of 12 teachers selected from 6 $%#&&@$%'$%<$9$99$%<@ <&&$@<<9'9#$<%<$<%W=W> branches and in support service divisions of the Bank including IT, _$(W%<%$&W=`#%;%(@%' Procurement, Logistics, Premises and Marketing. 9%$#$@<&&$@$%$'<<&W=W> Essentials course for the students of grade 9 and above using the Brief Account of the Projects Undertaken: IT labs provided by the Bank. Around 130 students are presently 9#&<%>&&%%9$<&%9%<& Education &$9#$<%<$<%<%99<A%>$ >&:$;?$9<$%$#&&%$9<$&$ &K$#$'WG>&$<&%$%$% been the promotion of IT skills amongst children, strengthening offer relevant training modules to students at their respective schools. English language education in the country and providing scholarships $$9%%@%%$$D#&$@#%@ their employability.

IT Education V&&$9#%$&&%W>%$<'%$&<%' &:$;<99%%@9'(LW>$G to government schools and non-fee levying institutions across the <%'%$$<<%@G%$#<% L#&#$%%$'$<9#$%)<@9X= units for each computer and a printer for each IT lab), furniture (computer tables and chairs) and expenditure for renovation of IT labs. [%&'$%DW>$G#%$G&$$$9 #$&%H<@%$D&:$;&$ W>$G@G'&9DG more than 115,000 students in different communities of the country <@%$'%%$$%$$# $%$:$$%'$$&$w'$$'$Dz$G$$

X&$WW9&%H<#$$%=G% English Education G'%<$#GG$$%%%$<& >&=%*$;$'&&$@$;#9_&%% L#&W>$G$G'&:$;D9$<$G& $;$$%&G$<z$@& and teachers to use the Internet in their learning and teaching more need the CSR Trust has offered English language training programmes effectively. In this regard the Bank entered into a strategic partnership for students and teachers since 2012. The Bank started sponsoring #&&@%'9G9%$#G%9$< &:%&<?{$=&#?D$$'#%;& selected lessons in mathematics and science by a group of 3rd 9%_&$<&%>&>$<&%>%$X%%$#$ year undergraduates from the Science Faculty. This move met the considered more sustainable as the teachers could immediately apply aspirations of both institutions as the undergraduates are assessed #&$$&'$%9%&%$&%<& in their community skills by the University under a ‘Service Learning’ lessons to enhance the English Language skills of students. We have %H<@$%'#&$<%%$'>&< <<9'<<%<%%$#&&:%&< 9&$%%H<#%G$&$$ $'$&]#]$'9%$%9 <&<%%<%$9%<$$#G<&$ teachers, chosen from 153 schools from the Kandy District. Overall, &#%%#]&$"<$'@%'&$@ more than 300 English teachers have been trained to date under this far conducted online learning sessions in 66 schools having IT labs initiative. The CSR Trust has spent Rs. 0.87 Mn. on this project. $G'&:$;D9#&<&#%<<

%&%%D#%$<$%%&#%%#& Microsoft Sri Lanka and Cisco Systems Inc. during the ensuing period to add further value to our effort. Information and Communication Technology (ICT) is an important tool in education for increasing SUSTAINABILITY REPORT 104 Commercial Bank of Ceylon PLC Annual Report 2014

Societal Responsibility

Teacher training programme conducted by the British Council at the =<&$%&$$$#$%<%'9%<%%$$ ]#D]$' %&{=$%$$@'$$`$#$=$@'$;?<'$@

Scholarships to Undergraduates Laptop Computers for Visually Handicapped >&=>%$#$%$&%%%$$<9% Undergraduates @$@%#&<&$%&$$%& $%L$G'&{%9%=&?9& {=$%$$@'$$`$#$=$@'$;?<'$@>&#$& Ophthalmology Department of Teaching Hospital Kandy, the CSR seventh undergraduates scholarships presentation made by the Bank Trust supported 20 visually handicapped undergraduates from under the above programme. &$DX%$'$DGD=%‚$'$#$%%$D]$'$$ Jaffna Universities by providing laptop computers enabling them =<9<&$%&%<$%#&&$$< %&%%$%'<$=<9&#$ of the University Grants Commission (UGC). Being ineligible for G'&<$<%#&#%;&<%"<<% ‘Mahapola’ or any other scholarship programme, number of attempts &<%D&<$&$$;# $$&K_"*€$$DG%9<&(<&% $'%$$%$#&$%€$$$9 &9$'D$%$<$$<G#&@%' <$9#$%>&'<$$$%$&%$<<G' and the student’s home are some of the factors that are taken into $@$$G<%&$<&%;#& consideration in identifying recipients. of IT. The CSR Trust has spent Rs. 1.88 Mn. on this project.

>&:$;&$$#$%<&$%&$W$D Health care 125 laptops have been gifted to scholarship recipients since 2012. CSR Trust continued to invest in community health care projects to V&&$G$<&9D%%$$#< enhance medical facilities at Government Hospitals. Our assistance receive the scholarship grant as the rest has already completed under this sector includes providing essential medical and other their degree. The bursary is remitted to the recipients’ bank accounts L%L%9%$$%@$9&$ L$%%'G$G$<%$9%& %[%&'$%#%&9$<$ Registrars of the respective universities regarding their attendance L#%%@K@%z$>&$% and other relevant details. The CSR Trust has spent Rs. 8.88 Mn. @$%&#$&$9$%[% on this project. Ultra Sound Scanner to the General Hospital (Teaching) Karapitiya 9%&G9;'$$$%&=&%X%@< Without a scanning machine these patients had to travel to Colombo 9%<$%'"@&#$&% $H%$<„#W<G$%&`$$W@ Care Unit of Teaching Hospital, Peradeniya, a Hysteroscope to the Castle Street (Teaching) Hospital for Women, a Neonatal Life Saving Machine to the District General Hospital, Negombo and an Auto Refractometer to the Eye Unit of the Ashraff Memorial Hospital, ]$$_$<$$&%L$$ Base Hospital, Mirigama, Rehabilitation Hospital, Digana, Divisional Hospital, Karaveddy and Base Hospital, Thambuttegama. Annual Report 2014 Commercial Bank of Ceylon PLC 105 SUSTAINABILITY REPORT

Societal Responsibility

Culture and Heritage Preservation of our valuable historical and cultural heritage is one >&=>%$$$99<G' 9& of the main objectives of the Bank’s CSR Trust. In response to a #%&$%$9&<%'<&$z%$$D:$$%$$$D_'$D %L$G'&:$$'$;`$9=$G$%$$$&$=$$ ]$$%$D$$$$"%$&$%$#&'%G9 Devalaya, Ratnapura, the CSR Trust commenced the renovation of %<'%9X$<;9%'%$#%%G#&& & &9=%X$$)"$?X$;+9%‘Gangula Thenna’ $$<9<$$&%9$$99<G'& to ‘Seetha Gangula’ in May 2014. This is the second occasion that 9&$%$&#%%@'#& &:$;&$%$;%%$9&$&#$'9=%X$$ <&%#&&%<&%L%#%%@#& X$&#$'G#‘Seetha Gangula’ and ‘Thenna’#$%<%< exercise books, stationery, mathematical instruments, school bags by the Bank in 2008. $#$%G

Sri Pada is revered as a holy site by several religions and annually 9#$$%@&]$$$@<#&& thousands of pilgrims climb the steps up this holy mountain to assistance of the Haldulmmulla Government Agent. Packs of dry #%&W9$%<$%<$<&:& %$$<&#%%G9%&$< the belief that the foot print of Lord Buddha is imprinted on top of the mountain. %G%$<&%$$$%&$99<$%$#% voluntarily involved in distribution of the disaster relief. The CSR >&%@$#%;<$%%%&%@9& Trust has spent Rs. 2.50 Mn. for the relief measures undertaken engineers of our Premises Department. The Civil Security Department during the year. (CSD) attached to the Sri Pada provides labour at a concessionary rate. Our Maskeliya Branch volunteered to coordinate this project Environment G'$#&&%$%%$G$%$$$ Coral Replanting Project #&%L%G'&=["%€$'†9&#%;# <$&G$$<#%;G<G9%$%<& The joint environmental conservation project undertaken by the 2015. Estimated expenditure of the project is around Rs.10.4 Mn. =>%%$<%$&z;;$#$$%`$$X$%;D The CSR Trust has spent Rs. 2.66 Mn. thus far on this project. $%%&#&&[$%9V9%@$D&$ progressed into the phase II of the project. This initiative involves in Regional CSR %$9<%$$€9DL$%9&V$#$ $%$9&$%$%;D<&L%9<&X& Regional level CSR initiatives include development of local >&%$<%$&%<$%$#$$$ infrastructure, assistance to children and the aged and those needing &#$%9&<$&{_`a?&%<$ medical attention and responding to essential common needs of and the tsunami in 2004. Under the second phase, the process &<'W<$9%H<&%&%G%$<& #$$$<&@<%$&;$L<$$ #%;#&&@$%'$9%' <%$z#@%D&&$G$%$%'$&< #%%<${_`a?$$<;D$<<%$$%< Assistance provided under this sphere includes construction of a published in the Time Magazine. Another reason being, that some separate scanning room and installation of an air-conditioner for the 9&<$L&$#%#&$G&$@ Dengue Treatment Unit at the District General Hospital Negombo, <$$"$%<$$%'$%#$ construction of a playing area for differently-abled children, renovation <@<$L&&$##$%9&$% of rest room facilities at a home for elders, donation of 3 photocopy X$%;*@<%$GL'<<9%$$$$%$&$@ $<&@%<&D$9$#$%%%9% G%$&<<&$WW9&%H<"$&$# $<%9%]G&#$$$9G;$ %<&&$G<&DG%%9&%#&9&<%$ school library. The CSR Trust has allocated Rs. 2.14 Mn. for projects $#$%<&<%$9%$'%G$<9%&G$ undertaken during the year. <$%%'%@#&<%$%9%"%%$$% %#$'%$&%$$$9%&%L$%%D Disaster Relief #%&<$<L<;%%$$$%@ >&=>%$9D%#$%%$$; $ $%'%$&9]$%#$D"$%$D"%$&$%$D [$G$D];%$#$$`;$#%$'$$'D%#$% :'%&%(%#&9<%$z;;$#$&:$; G#%9%$'&$@[%<D$%H<& #%<'$$@$<%@% families survive the severe drought affecting these areas. &$%$>%#$$&$@&9&%$ G<9z;;$#$>&$%%@$9%#%@&<$ #&HG%$%%%&%&<%$ activities and sell their products. Improved livelihood impacts the Bank’s business positively. Estimated expenditure of the project is around Rs. 0.76 Mn. The CSR Trust has spent Rs. 0.46 Mn. so far on this project. SUSTAINABILITY REPORT 106 Commercial Bank of Ceylon PLC Annual Report 2014

Societal Responsibility

A scene from the ongoing coral re-planting project commenced by the Bank in z;;$#$

Greening Project at National Hospital of Sri Lanka (NHSL) >&`$$z$9=%*$;$)`z=*+D9%%';#$ &K%$z$DGD#$$G&> commemorate the 150th Anniversary, the hospital authorities initiated $%H<<%$$$9%'%$L@%D; #&&%$>&:$;D$<<&@$9% this premier healthcare institution of the country, undertook to develop $$<$DL99&&$%<<

The NHSL occupies 32 acres in the heart of Colombo and is the $%$<&&$=%*$;$$&$%9%%$<% &<%'9GD!#$%D%$ Theaters and 12 Intensive Care Units the NHSL serves over 10,000 outpatients daily.

"<<%$'<$%%G'$@G%<$G=G( Committee, 60% of the air pollution in the city of Colombo is due to the greater dependence on fossil fuel as a source of energy. In the

use of fossil fuels carbon dioxide (CO2) is produced and increase in atmospheric carbon dioxide can cause major adverse effects.

The project includes planting of CO2($G%G%< plots of land belonging to the hospital to minimise carbon dioxide $@%#&<&#$9$<$& $#(G9$$#W$€% the garden, more mango and jack trees are to be planted. The existing &$@G<$$%$%$#&&G<&*& $##G%<&$<&$&<$@%$ @$9&%%'9$<$&$#(G9$ >&<%$<%%#&&#%;#$$$& $<$$%$9%$%9@'$%>&%9& project is being done under the supervision of the Engineers of our Premises Department. Estimated value of the project is Rs.5.0 Mn. The CSR Trust has spent Rs. 1.90 Mn. so far on this on going project. Annual Report 2014 Commercial Bank of Ceylon PLC 107 SUSTAINABILITY REPORT

Societal Responsibility

Community Development Melinchimunai Project <&$$@$<$&]$'W$D#&<&< >&@$D#&<&9&<&@$$&<%D<%9 99$#&@&&>&'#%9$< #G%D$@%<>w$G$&%< #&$@%<$%<'9%;#$%9%$''$%( $L9%&9$G$%'% $@$$G'9$$%$#$%%%<_$<&9$'&$$$ It can accommodate four occupants at a time. #&$$'%$9(%9%;#$%%G&%& &G#%9&<$X%@<$<#&<&#$&$%'9< W$D{"G&$$$?#$<<$$G#$%&%D 9%%;>&=>%$$$'%(#& 32 of them in eight villas donated by corporate entities including %$<%#&$D(%#$%G#%$&99%9% %<$:$;D$$&$#&&<€ than 400 inhabitants of the village. The Parish Priest of the ‘Christ the >&<%$&$$&%$'#$&%9$< ]&%<&?#&%'$<'%@<9%& including a gym and an Ayurveda therapy centre and several cottages G9&@$%D$#&&<&$[@ 9%@9$9%#$%&%"G&$$$%H<$% =<'D&$@$;&%G'9%G#$%& $$G'&:%$@z$%$#&<&$9$& 9$9%#<$$G]9%&&%<& "%':%$<&9&=@$w$&$$>$@9 %&%$%$<%#&<&&$G%G'&:$; the project is Rs. 6.0 Mn. (%$'9$$#$%<&$$$%$$G<

:&&@$#$%%GD& :$;$%$$#$%%%$%<$<% $<%H<$#$$<<G%9$%9%€% <%$&&<9&$9‚$99$@ $$%$%<9<>&%%$#$$G'$ $%G%9&%9%&$9]$'D$$&@D X;&@D`$$$D[9$"$$&@>&%H<#$ jointly coordinated by the Development Credit Department of the %<$:$;$&$999&:$;?w$$G%$<& The CSR Trust has invested Rs. 1.3 Mn. for both these projects.

A picture of ‘Abhimansala 3’ donated by the Bank

Two Houses for War Heroes $%L$G'&@=<%'[$% )=[+$<$$$<#$%@G#&9% %@G%9=[[%&<@#$%9#'$%G$<;D #$&%9&=[#&%<&G%%@$9% terrorist attacks. Most of these soldiers are from poor rural families $&$@$&9&%#%&%D&=[$$<& to Sri Pada is currently providing labour at a very concessionary rate for the ongoing CSR Project at Sri Pada. The CSR Trust has "%9<&$@$%$##$%9%&G#%$ contributed Rs. 1.0 Mn. for this project. by the Bank

Rehabilitation of War Heroes Abhimansala 3 V$%G%#$%&%9%$9$%%<%' "$%9%99%%&#$%&%D&= Trust provided patronage for the construction of a fully-furnished w$${"G&$$$? &*9*$%%9%$G#$% &%X$$D]%$$D#&<&#$<%$'<$% open by the former President in April 2014. SUSTAINABILITY REPORT 108 Commercial Bank of Ceylon PLC Annual Report 2014

Societal Responsibility

Fighting Against Corruption Through Audits Supply Chain The Bank has strict internal controls in place aiming to eliminate any >&:$;#%;#&$#@$%'9%D%$$$ form of corruption across the organisation. Our efforts in this regard @$%9%G$<@V@#% $%G'&W<[$%D#&<&<$%% %$%@<%@%$%$$;&%#&$% onsite and online investigations of the Bank’s operations in both vital to our success. Sri Lanka and Bangladesh. While majority of the audits of branches and departments in Sri Lanka are carried out by our Inspection Department, the Bank also engages its External Auditors in meeting Suppliers and Service Providers the Bank’s Annual Audit Plan. Audits of Bangladesh operations are Utility service providers <$%%G'$$9"%:$$&#&&$$< Energy (electricity and fuels) of visiting teams from Sri Lanka. We adopt a risk-based approach Telecommunication (data connections) &%&#&<&&<$9%L<'9$9%$<&G%$<&% Material suppliers $%$G&>&9#$G%@$$%'9 investigations in 2014. Providers of various materials, including paper, IT-related supplies and other stationery items Premises providers Location Onsite Online W@$G#% Sri Lanka %%9<$< Supermarket chains - Branches 191 192 - Departments and Divisions 40 5 Contractors Bangladesh 33 16 Building Interior decoration and partitioning Wiring and plumbing WD&%#%&%%%<9<%% @@$<$"#%%$9%$$<@@ Travel and transportation $&%9%$9%=GL@$9& Courier services (domestic and international) <%@$&$&9%$#%$GG'($&%< Cash transporters €<%D$%G#&&<% Goods transporters &@"$%D$%%$<$%'$<#% Car rental companies $99G%#&#%%<'$%<'@@ Air travel, including support services such as ticketing agencies #&&< Human resources Suppliers of outsourced employees Money Laundering Maintenance >&:$;&$$%%$&$$<@'#%;%@ W>L9#$%$$<<$ '$%$$'$<@'&$9$<$&$<9 9<L$$<<$ %%%$&%$#9<%$$<@%"(' Janitorial services *$%)"*+D&$G'&"*$<9<% )$%:$;9<$+D<%$'%%$$<< Staff welfare suspicious activities. Any alerts are reported to the Financial Water suppliers Intelligence Unit (FIU) of the Central Bank of Sri Lanka. The programme Food and beverage providers $%L%@%':$;GG%$'L$G Trainers and consultants %$$<&$9&"*$<9<% Assets suppliers w&<% We constantly train staff on AML issues, providing regular updates on W>L9#$%@% the Bank’s internal controls and corrective procedures – both through <<$'$%%$%%$$$$%9&%$ Waste management induction sessions conducted by our Staff Development Centre. V$%$%$$$<$ V$9$$$<$ 9%%$L$$$<$ Communication Media General post Telecommunication (voice connections) Services Insurance companies *$#'%$$#% Auditors w$% Annual Report 2014 Commercial Bank of Ceylon PLC 109 SUSTAINABILITY REPORT

Societal Responsibility

Our engagements may be routine or ad hoc, large-scale or small-scale, critical or non-critical to the normal course of business – but all create important links in the supply chain that ultimately delivers value to our stakeholders.

MATERIAL UTILITY SUPPLIERS PROVIDERS H TRAVEL AND TRANSPORT

HUMAN MAINTENANCE RESOURCE STAFF WELFARE PROVIDERS M WASTE ASSET MANAGEMENT SUPPLIERS COMMUNICATION

Interaction PREMISES PROVIDERS

engagement and quantity of supply CONTRACTORS

L SERVICES Based on the proportion of interaction, scale of Based on the proportion of interaction, scale

L MH

Criticality

Based on number of days that the organisation could sustain its operations without the support of the supplier or service provider

H HighM MediumL Low

>&$%<&$#&%$%$$G'( <<<%$'9%$&%< Type of Supplier Material Aspect all outside partners. The business activities of some suppliers are Contractors Health and Safety %@$&$&%&:$;?%$>&9#<&$% Travel and Transport Emissions $%$%$$<G'%' Human Resources Labour Practices Human Rights Maintenance _9 $V$ Waste Management _9 $V$ SUSTAINABILITY REPORT 110 Commercial Bank of Ceylon PLC Annual Report 2014

Societal Responsibility

VG@$%%#&%&$@%&G@$%&:$;%%<%%$<<;G'$%' @$$&<$G&$@%$$$G%$<<$L$'%$9%$<<9$%%&

Supplier Assessment >&:$;&$$G&$%<%$$G%$<<#&%'<&$W$$$<$@$$D%$$% %<%%<%<$<&<$%@#>&$$%<@%?<&<$;#(&#D$9%($%@<D €%<&$<$<#&@%$%$$$$%D$#$$<<$G%$<$%$<<

UNACCEPTABLE

REJECT ACCEPTABLE PERFORMANCE FINANCIAL REVIEW

CONTINUE

POST- NEED INCLUSION APPROVAL ISSUE RFP SHORTLIST ACCEPTABLE SELECTION PROCURE PROCUREMENT ASSESSMENT IN BUDGETS MONITORING

REJECT

TECHNICAL REVIEW UNACCEPTABLE PERFORMANCE REJECT

UNACCEPTABLE

BUILDING THE BUSINESS CASE INDEPENDENT EVALUATION POST-PROCUREMENT MONITORING

L9%X%$)X+$%< Ensuring Well-Being of Our Outsourced Staff &9#<$<$%G'%L% Commercial Bank outsources non-critical functions to reputable  $<#&@%$$$% agencies that meet the Bank’s selection criteria. A rigorously documented screening process is in place to enable the Bank to  $<#&&z=)%<9z$‹$% <%%$$&$'%<#%;%"< Substances) Directive <&$<$<#&$<$G$G%$#D<& Energy Star Rating <@%$'D#&&%&'$%$$$  "&%<9#$%%$<'%$)W<$X%%'"< %@#&$$%'#&$L$$D#%;&%D No. 36 of 2003 and the Computer Crimes Act No. 24 of 2007) leaves, payment of statutory levies, child labour are looked into in this screening. In addition, a screening process vets suppliers before  Adherence to the 10th Principle of the United Nations Global contracts are offered to ensure they are not involved in corrupt Compact. activities such as money laundering.  "9&$&$$9'$$%)9%%#&#%;% at risk of injury or disease) The Bank’s Human Resources Department continuously monitors labour practices and procedures to ensure protection of human `($&%<&%L%%L$<$9% rights. We ensure that half-yearly Employees’ Provident Fund and the RFP process and may lead to the vendor’s removal from the list of Employees’ Trust Fund return statements are submitted to us for registered suppliers. <%'"#D%=<%'[$%<%&$%< <%'9<%$%$&$%'#$G'&% Much of the Bank’s procurement is done locally. In 2014, the employers. Further, the Internal Audit Department of the Bank %%9%<$%#$†"&& %$;%<%@#%&$%@$%<% $'9&9#$%#%<&$$%@G'G$ %$&9%$%$$%9# $'%D#$@<$W>%@<%@%% #%;#&$%%H<>&$& =%*$;$%&$<&%$%;$G'&W>%'#& also opening the door to more immediate business prospects. Annual Report 2014 Commercial Bank of Ceylon PLC 111 SUSTAINABILITY REPORT Environmental Responsibility

Commercial Bank’s environmental management strategies focus on  >%@$<<%$<'$9<<'#&%<$%(G$ &%$< $%$@#%;D#$G$%$G%< $$<'%&%%z#@%D&  Our direct environmental footprint related to energy consumption €$%(G$'#<G&# and the sourcing and disposal of goods. technology has been fully implemented, and is expected to be  The indirect impact from the operations of our customers and <G'&9&%L$%%9 supply-chain partners.  V&%@%GD#<%$<€$%(G$  CSR Trust Fund projects and initiatives designed to create an $$%<#&$$$ enhanced environmental footprint.  V<%$'$#$%9&$%9< concept, discouraging any unnecessary printing of documents. Reduction of Energy Consumption V&&:$;?99%%<$%&$@<<D#?% $#$%&$&'$'&$@<%$#%< z#@%D#$&$<&@%@( rough C ct th om <$'&9&9#$;%<%' pa ba m nk < i ’s al C t o  n ly chain b r X%<%9">$W>L&$&$@_%'=$% e pp us p m su in o %$$$%<$#&&z=$$% e r n e s a o h s r t t i f a e  W@%'(9<&$$%<LD v o c t S n t i o conserving energy over the long term. c v e c a i t i e p i a  e v Completed the server virtualisation and consolidation project to l i m s t R I

i further reduce energy use. ComBank’s

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t e c es t us sin tomer’s bu For the year ended December 31, 2014 2013 2012 Measurement Unit Gigajoule Gigajoule Gigajoule

Location Sri Lanka 52.866 51.592 54.241 Bangladesh 3.078 3.488 4.205

Managing our Direct Environmental Impact Waste Management Compared to many industries, banking has a negligible direct Because most of the Bank business processes are driven by environmental footprint. Our day-to-day business activities consume 9%$<&'D#%<%'& minimal natural resources and do not generate high volumes hazardous environmental impacts from using and disposing of 9%#$W&<$9%<$:$;D% <%L$%&%$>&:$;&$$%%$ consumption of natural resources is primarily focused on energy and %%W>L@%&$9#%$$' $%V$%<<9&$@99<9#$& recognised disposal practices. @%D<9%&$9W>L >&&$9&:$;?*<X%<%$W9%$ Reduction of Paper Usage Technology Departments monitor compliance to ensure these activities are carried out diligently. We have also taken steps to WD#<%99%$%$ <%&$'%G9%%<%$9 negative environmental impacts by expanding the automation and assets carry out their roles in an environmentally sensitive manner. <%$$9%G%<

 >&:$;?$'#$$%%G&%&& The Bank has introduced several other initiatives to minimise the implementation of a parallel system connecting more than 2,000 @%$$<9#$%$DD9 $#$ ‚%_€<@"$D#&<&&$%$%$ $"%=$99[@%D#&$ communication and reduced paper use. conducting training programmes, ensures that employees are up to speed on the latest environmental initiatives affecting areas such as credit, operations, housekeeping and compliance. SUSTAINABILITY REPORT 112 Commercial Bank of Ceylon PLC Annual Report 2014

Environmental Responsibility

We are determined to carry on expanding Commercial Bank’s "$%9%$G@#&$@€G$;9$<$'&% steadfast commitment to protecting the environment. GD#&$%$%@%#$G%'( generating solutions. Waste Disposals by Type Loans Granted for Renewable Energy Projects

For the year ended December 31, 2014 2013 2012 (outstanding as at December 31, 2014) in Kg in Kg in Kg

(#$ Nil Nil 13,200 28% Paper* 130,335 Unavailable Unavailable Hydro

*Bank started measuring disposal of paper only since 2014.

Managing Our Indirect Environmental Impacts 2014 V&&G%$9&:$;&$@$<$ negative impact on the environment, the activities of our customers and suppliers may. We have therefore implemented procedures to mitigate &%<$<<$G'G$%$$<@&$# &$<D$#$G'%'(<&$$%% 72% Wind Managing Impacts in Our Customer Business Activities Through our Social and Environmental Management System (SEMS), ##%;%&$$'$<#€<% Loans Granted For Renewable Energy Projects to support operations that are environmentally sustainable. Refer (outstanding as at December 31, 2013) to the section ‘Managing the Social and Environmental Impacts of X%<$=%@<?$9%%$&#&=_= helps us manage the Bank’s indirect environmental impact. 53% Hydro Supporting Environment Through Our Products Our Investment Banking Unit and the Development Credit Department %@$<$%$<&<$€%9%%H<$ 45% G$<@&$<%$@%$G&%& 2013 Wind %<&9$%$%%<$#$>& 9#%$%'$$%#$G%'%$%H< and installation of modern machinery in the timber milling industry. >&9<<'9&$<&$G%<&<%<' <G'†$#$$G'†%<@'>&# 2% decelerate deforestation and minimise the pollution caused by Solar $9$#

Loans Granted for Renewable Energy Projects by Source of Energy Managing Impacts in Our Supply Chain For the year ended December 31, 2014 2013 All of the Bank’s preferred product and service providers are subject Amount Amount Amount Amount to a stringent evaluation process before being included on our Disbursed Outstanding Disbursed Outstanding approved list. Assessing the commitment of these supply chain Rs. Mn Rs. Mn Rs. Mn Rs. Mn partners to eliminate or mitigate negative impacts on the environment is an essential part of our sustainability process. Refer to the section Source of Energy {='&$?$9%%9%$&##% Wind 1,543 2,101 634 1,091 sustainability at every step in the Bank’s supply chain. Solar –– –46 Hydro 11 819 – 1,263 CSR Trust Fund Initiatives Total 1,554 2,920 634 2,400 As described earlier in this Report, the CSR Trust Fund is focused on environmental protection and conservation and the initiatives taken in this regard are detailed on pages 105. Annual Report 2014 Commercial Bank of Ceylon PLC 113 SUSTAINABILITY REPORT Independent Assurance Report to Commercial Bank of Ceylon PLC

On the elements of Sustainability Reporting in the Annual Report for the year ended December 31, 2014

Introduction Managements’ responsibility V#%$G'&:$%9[%<%9%<$:$; Management is responsible for the preparation and presentation of 9'X*)$'+%@$%$<&9# #$#%$#& elements of the Sustainability Reporting in the Annual Report for the $'*+#-/" year ended December 31, 2014 of Commercial Bank of Ceylon PLC (“Report”). : and material aspects and for establishing such internal controls as  Reasonable assurance on the data on Financial Highlights, as management determines are necessary to enable the preparation of reported on page 6 of this Report. the reported performance information and other information in the  on page 7, Key Performance Indicators on page 115 and the or error. Our responsibilities and compliance with SLSAE 3000 Our responsibility is to carry out a reasonable and limited Stakeholder Disclosures Annual Report Page assurance engagement and to express a conclusion based on the Investors 79 to 82 ; !!<=!!<= Customers 84 to 89 >???@<=<# Employees 90 to 101 Historical Financial Information, issued by The Institute of Chartered Society 101 to 108 Accountants of Sri Lanka. Suppliers 108 to 110 Environment 111 to 112 :!J" JJ perform the engagement to obtain reasonable and limited assurance Our conclusions #

(a) Data on financial performance: Summary of work performed In our opinion, the data on Financial Highlights, as reported on Financial Data page 6 of the Annual Report 2014 are properly derived from the Financial Statements of the Company for the year ended A reasonable assurance engagement on Financial Highlights reported December 31, 2014. N#"" derived from Audited Financial Statements of the Company for the (b) Key Performance Indicators and stakeholder year ended December 31, 2014. disclosures: Based on the limited assurance procedures performed, as Key Performance Indicators Our limited assurance engagement on the Key Performance #J 7, Key Performance Indicators on page 115 and the information primarily of persons responsible for the management, monitoring provided on the stakeholder groups as described in the pages and preparation of the Key Performance Indicators presented in set out above, have not in all material respects, been prepared !"# Guidelines as described on page 70 of this Report.

M.R. Mihular FCA P.Y.S. Perera FCA C.P. Jayatilake FCA KPMG, a Sri Lankan Partnership and a member firm T.J.S. Rajakarier FCA W.W.J.C. Perera FCA Ms. S. Joseph FCA of the KPMG network of independent member firms Ms. S.M.B. Jayasekara ACA W.K.D.C. Abeyrathne ACA S.T.D.L. Perera FCA G.A.U. Karunaratne ACA R.M.D.B. Rajapakse ACA Ms. B.K.D.T.N. Rodrigo ACA affiliated with KPMG International cooperative (”KPMG International”), a Swiss entity. Principals - S.R.I. Perera ACMA, LLB, Attorney-at-Law, H.S. Goonewardene ACA SUSTAINABILITY REPORT 114 Commercial Bank of Ceylon PLC Annual Report 2014

Independent Assurance Report to Commercial Bank of Ceylon PLC

the Report, and applying analytical and other evidence gathering Use of this report :@ Our assurance report is made solely to Commercial Bank of Ceylon *-Y and selected site level concerning sustainability strategy and -Z policies for material issues, and the implementation of these across -"*- Q this assurance report and for no other purpose. We do not accept =J-"U or assume responsibility to anyone other than Commercial Bank processes for determining material issues for Company’s key -"*- Q =J #Q =J" methods used to collect and report the information, including the Q - Comparing the information presented in the Report to relevant Chartered Accountants " "#Q Colombo #W"* February 23, 2015 #" X" -"Q - Reading the remainder of the sections in relation to sustainability #" misstatements of fact or material inconsistencies based on our understanding obtained as part of our assurance engagement.

A limited assurance engagement is substantially less in scope than a reasonable assurance engagement or an audit conducted in !!<< =J" <"X conclusion on the Key Performance Indicators. Annual Report 2014 Commercial Bank of Ceylon PLC 115 SUSTAINABILITY REPORT Key Performance Indicators (KPIs) - 2014

Page Reference Key Sustainability Aspects W"*\ in the Report

Economic 6 & 7 Direct economic value generated and distributed 80 =\<%=\<& 82

Environment Reduction of energy consumption (Sri Lankan Operation) 111

Labour Practice and Decent Work :""%!Y& 90 :"""" (Sri Lankan Operation) 92 #" 92 Training hours by type of programme, by employee category and gender 94 Composition of the Board and employee ranks by category 96 =J@"""" 96 Employee turnover by reason for separation (Sri Lankan operation) 97 Total number and percentage of employee attrition by age group and gender (Sri Lankan operation) 97 Service analysis of employees by category 99 Age analysis of employees by category 99 Composition of main Board and Sub-Committees as at December 31, 2014 152

Society <" 87 Fighting against corruption through audits - Investigations carried out by the Inspection Department 108

Product Responsibility *" ^?_' 86 "`"" 112

Other Topics CSR Trust fund initiatives 102 Bank's contribution to CSR Trust Fund in 2014 102 SUSTAINABILITY REPORT 116 Commercial Bank of Ceylon PLC Annual Report 2014 Independent Assurance Statement on Non-Financial Reporting

Introduction +\$"+\Z<%*&  =<<" Limited has been commissioned by the management of Commercial performance information, for a Type 2, moderate level of assurance, Bank of Ceylon PLC (‘Commercial Bank’ or ‘the Bank’) to carry J<<_???

 # + described in the sustainability performance reported in Commercial ZU<#^?_' issues of high material relevance to Commercial Bank’s business and Q ; in the Report and assessed the robustness of the underlying data  Evaluation of the disclosed information in the Report, both general " wU- @ J" the Commercial Bank has in place for adherence to reporting  # principles set out in the Global Reporting Initiative Sustainability "Q #$^?_>%$#$'&Q Annual Report 2014 Commercial Bank of Ceylon PLC 117 SUSTAINABILITY REPORT

Independent Assurance Statement on Non-Financial Reporting

 \" Social the Report and assessed the robustness of the data management Labour Practices and Decent Work " Q  ="$'<_$'<^$'<>Q  =X  z#$'<'Q "-Zƒ --+  Yƒ!"$'

 -"  +"=JY"$'<_^Q  =J#;$'<_>Q -ZQ  !<*$'<_'Q  *  *$$'<_NQ implementing the sustainability related policies, as described in the #Q Human Rights  Performed sample-based checks of the processes for generating,  +$'ƒ#>Q JJ  <-Z$'ƒ#'Q information included in the Report.  -$'ƒ#„Q Conclusions  -"$'ƒ#NQ  !"*$'ƒ#†Q The Commercial Bank has implemented management systems """  <$'ƒ#‡Q parameters.In our opinion, based on the scope of this assurance  !ƒ#<$'ƒ#_?Q engagement, the sustainability performance reported in Commercial  ƒ#$$'ƒ#_^Q Bank’s Annual Report - 2014 and referenced information provides a fair representation of the sustainability related strategies, management Society "J" J$#$'  -$'!Y_$'!Y^!_>!_'Q  <-$'!Y>$'!Y'$'!Y„Q  General Standard Disclosures: ;$  -$'!YqQ !+#  opinion that the reported information generally meets the reporting !<!"$'!Y‡Q JwU-$#$' Product Responsibility  Z[;!  *!$'*#>$'*#'$'*#„Q !+# opinion that the reported information generally meets the reporting  -$'*#N$'*#†Q JwU-$#$'  -*"$'*#qQ Financial Services Sector disclosures covering generic Disclosures  -$'*#‡Q on Management Approach (DMA) and Performance Indicators for  Product Portfolio - FS7, FS8. <@ ;#U Economic on a scale of ‘Good’, ‘Acceptable’ and ‘Needs Improvement’:  =*$'=-_Q  *$'=-„$'=-NQ AA1000AS (2008) principles  =$'=-†Q Inclusivity:: " Environmental to identify sustainability challenges and concerns through various channels. The material issues emerging from the stakeholder  ="$'=NQ ˆ"  = ;$'=^>Q ## “Good”.  *!$'=^†Q adheres to this principle is  !=<$'=>^Q SUSTAINABILITY REPORT 118 Commercial Bank of Ceylon PLC Annual Report 2014

Independent Assurance Statement on Non-Financial Reporting

Materiality: The process of materiality assessment has been carried Opportunities for Improvement J$#$'!! :X Disclosures. The process considered the aspects that are internal opportunities for improvement reported to the management of and external to the organization and prioritized the aspects for -Z sustainability management. The materiality of the aspects is fairly #Q"" X# U`@ "# principles is “Good”.  Bank may consider topics beyond GRI aspects related to foreign direct investment in infrastructure and other sectors, green Responsiveness: We consider that the response to key stakeholder banking, business continuity and other national and international concerns, through its policies and management systems including " # locations of operations. disclosures on management approach and strategy for risk impact  Disclosures on sustainability opportunities, impacts and strategy # to mitigate impacts and risks related to Commercial Bank’s principle is “Good”. " Reliability::`"ƒ completeness of reported disclosures. -+ "!  Commercial Bank may further disclose its key goals and targets <# interpretation and aggregation errors and the errors have been to further improve its responsiveness to interested stakeholders. Qƒ<<_???

Neutrality: The disclosures related to sustainability issues and performances are reported in a neutral tone, in terms of content and 000-10 # principle of Neutrality is “Good”. Annual Report 2014 Commercial Bank of Ceylon PLC 119 SUSTAINABILITY REPORT GRI Content Index: “In accordance” - Core

GENERAL STANDARD DISCLOSURES

GRI Description External Indicator *z=X Assurance

Strategy and Analysis G4-1 Statement from the Chairman 8 Yes

\! G4-3 Name of the Organisation Inner back cover Yes G4-4 *"Z*z! 27 Yes G4-5 Location of Organisation’s Head Quarters Inner back cover Yes G4-6 Y `"" in the Report 70 Yes G4-7 Y_'' Legal form - Inner back cover Yes G4-8 Markets served 84 Yes G4-9 Scale of the Reporting Organisation 6 and 7 Yes G4-10 :"""" " 92 Yes G4-11 Percentage of employees covered by collective bargaining agreements 99 Yes G4-12 Organisation’s supply chain 108 Yes G4-13 !ˆ 60 Yes G4-14 =X" by the organisation 70 Yes G4-15 Externally developed economic, environmental and social charters and principles or other 71 Yes G4-16 zz" 71 Yes

'] G4-17 Organisation’s entities covered by the report 70 Yes G4-18 *+#- 71 Yes G4-19 <#- 72 Yes G4-20 <Z"< 72 Yes G4-21 <Z"< 72 Yes G4-22 Explanation of the effect of any restatement of information provided in earlier reports and the reason for such restatement 73 Yes G4-23 !!< in the Report 73 Yes

Stakeholder Engagement G4-24 List of stakeholder groups engaged by the Organisation 75 Yes G4-25 Z 75 Yes G4-26 <J"""" stakeholder group 76 Yes G4-27 W"Y responded to them 76 Yes SUSTAINABILITY REPORT 120 Commercial Bank of Ceylon PLC Annual Report 2014

GRI Content Index: “In accordance” - Core

GENERAL STANDARD DISCLOSURES

GRI Description External Indicator *z=X Assurance

G4-28 Reporting period 70 Yes G4-29 Date of most recent previous report 70 Yes G4-30 Reporting cycle 70 Yes G4-31 -J#- Inner back cover Yes G4-32 -$#$'$$#-X=X<# Compliance - Page 70 Index - This table serves the J External Assurance - Page 113, 116 Yes G4-33 *"X# 70 Yes

Governance G4-34 Governance Structure of the Organisation, including committees under the highest governance body responsible for decision-making on economic, environment and social impacts 146, 152 Yes G4-35 Process for delegating authority for economic, environment and social topics from the highest governance body 181 G4-36 ;X%&" %&" highest governance body 181 G4-38 Composition of the highest governance body and its committee _^‡%Z*&_„^ G4-39 -"=XY 159 G4-40 Process and criteria used for nomination and selection of members to the highest governance 187 (Board Nomination body and its committees. Committee Report) G4-41 *" and managed 165 G4-51 :"X 184 (Board Human the performance criteria in the remuneration policy related to the economic, environmental and Resource and Remuneration social topics Committee Report)

Ethics and Integrity G4-56 The values, principles, standards and norms of behaviour 150 Yes G4-57 :X matters related to organisational integrity. 150 G4-58 :X behaviour and matters related to organisational integrity. 150 Annual Report 2014 Commercial Bank of Ceylon PLC 121 SUSTAINABILITY REPORT

GRI Content Index: “In accordance” - Core

SPECIFIC STANDARD DISCLOSURES DMA and Reason(s) Explanation Indicators Page Number for for External Material Aspects (or link) Omission(s) Omission(s) Omission(s) Assurance

Category: Economic Material Aspect: Economic Performance G4 - DMA 79 Yes G4-EC1 Direct economic value generated, distributed and retained 80 Yes

Material Aspect: Market Presence G4 - DMA 94 Yes G4-EC5 #"" 94 Yes G4-EC6 Proportion of senior management hired from the local community 92 Yes

Material Aspect: Indirect Economic Impact G4 - DMA 82 Yes G4-EC7 Development and impact of infrastructure investments and services supported 82 Yes

Category: Environment Material Aspect: Energy G4 - DMA 111 Yes G4-EN6 Reduction of energy consumption 111 Yes Material Aspect: # _ G4 - DMA 111 Yes G4-EN23 :"" 112 Yes Material Aspect: Products and Services G4 - DMA 88 Yes G4-EN27 Extent of impact mitigation of environmental impacts of products and services 89 Yes Material Aspect: Supplier Environment Assessment G4 - DMA 110 Yes G4-EN32 * environmental criteria 110 Yes SUSTAINABILITY REPORT 122 Commercial Bank of Ceylon PLC Annual Report 2014

GRI Content Index: “In accordance” - Core

SPECIFIC STANDARD DISCLOSURES DMA and Reason(s) Explanation Indicators Page Number for for External Material Aspects (or link) Omission(s) Omission(s) Omission(s) Assurance

Category: Social Sub-Category: Labour Practices and Decent Work Material Aspect: Employment G4 - DMA 90 Yes G4-LA1 :"" turnover by age group, gender and region 90 Yes G4 - DMA 94 Yes G4-LA2 Z" """ of operation 95 Yes G4-LA3 #" 92 Yes Material Aspect: Labour/Management Relations G4 - DMA 99 Yes G4-LA4 Minimum notice periods regarding operational changes, including 99 Yes Material Aspect: Occupational Health and Safety G4 - DMA 100 Yes G4-LA8 ƒ" trade unions 100 Yes Material Aspect: Training and Education G4 - DMA 93 Yes G4-LA9 Average hours of training per year per employee by gender and by employee category 94 Yes G4-LA10 Programmes for skills management and lifelong learning that support the continued employability of employees and assist them in managing career endings 93 Yes G4-LA11 Percentage of employees receiving regular performance and """ 93 Yes Material Aspect: Diversity and Equal Opportunity G4 - DMA 95 Yes G4-LA12 -" per employee category according to gender, age group, minority group membership and other indicators of diversity 96 Yes Material Aspect: Equal Remuneration for Women and Men G4 - DMA 95 Yes G4-LA13 #"" """ 96 Yes Material Aspect: Supplier Assessment for Labour Practices G4 - DMA 110 Yes G4-LA14 * practices criteria 110 Yes Material Aspect: Labour Practices and Grievance Mechanisms G4 - DMA 100 Yes G4-LA16 and resolved through formal grievance mechanisms 100 Yes Annual Report 2014 Commercial Bank of Ceylon PLC 123 SUSTAINABILITY REPORT

GRI Content Index: “In accordance” - Core

SPECIFIC STANDARD DISCLOSURES DMA and Reason(s) Explanation Indicators Page Number for for External Material Aspects (or link) Omission(s) Omission(s) Omission(s) Assurance

Sub-Category: Human Rights Material Aspect: Non-Discrimination G4 - DMA 101 Yes G4-HR3 Total number of incidents of discrimination and corrective actions taken 101 Yes Material Aspect: Freedom of Association and Collective Bargaining G4 - DMA 99 Yes G4-HR4 YX freedom of association and collective bargaining may be violated 99 Yes Material Aspect: Child Labour G4 - DMA 101 Yes G4-HR5 Y incidents of child labour and measures taken to contribute to the effective abolition of child labour 101 Yes Material Aspect: Forced or Compulsory Labour G4 - DMA 101 Yes G4-HR6 Y " to contribute to the elimination of all forms of forced or compulsory labour 101 Yes Material Aspect: Supplier Human Rights Assessment G4 - DMA 110 Yes G4-HR10 * rights criteria 110 Yes Material Aspect: Human Rights Grievance Mechanisms G4 - DMA 100 Yes G4-HR12 addressed and resolved through formal grievance mechanisms 100 Yes Sub-Category: Society Material Aspect: Local Communities G4 - DMA 101, 102 and 86 Yes G4-SO1 *" engagement, impact assessments and development programmes 101 Yes G4-SO2 Y on local communities 102 Yes G4-FS13 <" areas by type 86 Yes G4-FS14 disadvantaged people 86 Yes SUSTAINABILITY REPORT 124 Commercial Bank of Ceylon PLC Annual Report 2014

GRI Content Index: “In accordance” - Core

SPECIFIC STANDARD DISCLOSURES DMA and Reason(s) Explanation Indicators Page Number for for External Material Aspects (or link) Omission(s) Omission(s) Omission(s) Assurance

Material Aspect: Anti-Corruption G4 - DMA 108 Yes G4-SO3 Total number and percentage of operations assessed for risks 108 Yes G4-SO4 Communication and training on anti-corruption policies and procedures 108 Yes G4-SO5 - 108 Yes Material Aspect: Compliance G4 - DMA 181 Yes G4-SO8 " " 182 Yes Material Aspect: Supplier Assessment for Impacts on Society G4 - DMA 110 Yes G4-SO9 * impacts on society 110 Yes

Sub-Category: Product Responsibility Material Aspect: Product and Service Labelling G4 - DMA 87 Yes G4-PR3 :"J" organisation’s procedures for product and service information `J 87 Yes G4-PR4 : voluntary codes concerning product and service information and labelling by type of outcomes 182 Yes G4-PR5 Results of surveys measuring customer satisfaction 88 Yes Material Aspect: Marketing Communications G4 - DMA 87 Yes G4-PR6 Sale of banned or disputed products 87 Yes G4-PR7 : voluntary codes concerning marketing communications, including advertising, promotion and sponsorship by type of outcomes 182 Yes Material Aspect: Customer Privacy G4 - DMA 88 Yes G4-PR8 Total number of substantiated complaints regarding breaches of customer privacy and losses of customer data 88 Yes Material Aspect: Compliance G4 - DMA 181 Yes G4-PR9 " and regulations concerning the provision and use of products and services 182 Yes Annual Report 2014 Commercial Bank of Ceylon PLC 125 SUSTAINABILITY REPORT

GRI Content Index: “In accordance” - Core

SPECIFIC STANDARD DISCLOSURES DMA and Reason(s) Explanation Indicators Page Number for for External Material Aspects (or link) Omission(s) Omission(s) Omission(s) Assurance

Material Aspect: Product Portfolio G4 - DMA 88 Yes G4-FS1 * applied to business lines 88 Yes G4-FS2 Procedures for assessing and screening environmental and social risks in business lines 88 Yes G4-FS3 Processes for monitoring clients’ implementation of compliance J agreements or transactions 88 Yes G4-FS4 Processes for improving staff competency to implement the environmental and social policies and procedures as applied to business lines 88 Yes G4-FS5 zz environmental and social risks and opportunities 88 Yes G4-FS6 *" size and by sector 372 Yes G4-FS7 Monetary value of products and services designed to deliver a " purpose 86 Yes G4-FS8 Monetary value of products and services designed to deliver " 112 Yes G4-FS9 -J" environmental and social policies and risk assessment. 108 Yes SUSTAINABILITY REPORT 126 Commercial Bank of Ceylon PLC Annual Report 2014

GRI Content Index: “In accordance” - Core

UNGC Principles - GRI Indicators Cross Reference

Issue Areas GC Principles Relevant GRI Indicators

Human Rights Principle 1 Businesses should support and respect the protection of internationally-proclaimed EC 5, LA 4, LA9, LA 14, human rights HR 3, SO 5 Principle 2 Businesses should make sure that they are not complicit in human rights abuses HR 3, HR 5, HR 6, HR 10, HR 12 Labour Principle 3 Businesses should uphold the freedom of association and the effective recognition of the right to collective bargaining LA 4, HR 4 Principle 4 Businesses should uphold the elimination of all forms of forced and compulsory labour HR 6 Principle 5 Businesses should uphold the effective abolition of child labour HR 5 Principle 6 Businesses should uphold the elimination of discrimination in respect of employment and occupation HR 3, LA 12, LA 13 Environment Principle 7 Businesses should support a precautionary approach to environmental challenges EN 6, EN 23 Principle 8 Businesses should undertake initiatives to promote greater environmental responsibility FS 1, FS 5 Principle 9 Businesses should encourage the development and diffusion of environmentally- friendly technologies EN 6 Anti-Corruption Principle 10 ZX" SO 3, SO 4, SO 5 128 132 136 142 183 185 187 Board of Corporate Senior Corporate Board Human Board Board Directors Management Management Governance Resources and Integrated Risk Nomination Remuneration Management Committee Committee Committee Report Report Report

188 191 192 192 193 194 206 Board Audit Board Credit Board Board Board Annual Report Statement Committee Committee Technology Investment Related Party of the Board of of Directors’ Report Report Committee Committee Transactions Directors Responsibility Report Report Review Committee Report

208 210 211 212 213 218 Directors’ Assurance Managing Directors’ Other Disclosure Requirements Managing Risk Statement on Report on Director’s and Interest in Under the Prescribed Format at Commercial Internal Control Internal Chief Financial Contracts with Issued by the Central Bank of Bank Control Officer’s the Bank Sri Lanka for Preparation of Statement of Annual Financial Statements of Responsibility Licensed Commercial Banks

246 Investor Relations Supplement

Stewardship

As a responsible corporate citizen accountable to all its stakeholders, the Bank is in compliance with the best practices in corporate governance and has in place a sound risk management framework. STEWARDSHIP 128 Commercial Bank of Ceylon PLC Annual Report 2014 Board of Directors

7

9 4

5 3

6 10

8

2 1 Annual Report 2014 Commercial Bank of Ceylon PLC 129 STEWARDSHIP

Board of Directors

1 2 K.G.D.D. DHEERASINGHE M.P. JAYAWARDENA Chairman Deputy Chairman

Dharma Dheerasinghe, joined the Board on December 20, 2011. *|"Z+^q Prior to his appointment as the Chairman on July 29, 2014, he 2011 and was appointed as the Deputy Chairman of the Bank on was the Deputy Chairman of the Bank. He is also the Chairman July 29, 2014. He is the Chairman of Board Integrated Risk of Commex Sri Lanka S.R.L - Italy, Indra Finance Ltd. which are Management Committee. subsidiaries of the Bank. He also serves as the Chairman of Board Human Resources and Remuneration Committee, Board Nomination He is a Fellow of The Institute of Chartered Accountants of Sri Lanka. Committee, Board Credit Committee, Board Investment Committee He serves as the group consultant at Chemanex PLC and a Group and Board Related Party Transactions Review Committee of the Bank. Director of CIC Holdings PLC. He is also the Chairman of Lanka Ratings Ltd., Commercial Insurance Brokers (Pvt) Ltd., Cal Exports Dheerasinghe, an eminent Economist with a distinguished career of Lanka (Pvt) Ltd., Chemanex Exports (Pvt) Ltd., and serves on the over 40 years in the banking industry. Previously, he was the Senior Boards of many other public and private companies. Prior to joining Deputy Governor of the Central Bank of Sri Lanka and was also the Chemanex PLC, he served in Zambia Consolidated Copper Mines in Chairman of the Monetary Policy Committee, Sovereign Ratings Africa for over 13 years in various senior positions including Head of Committee and Secretary to the Monetary Board. He was also the Treasury, managing a loan portfolio in excess of US $ 2 Bn. He is a Alternate Executive Director for Bangladesh, Bhutan, India and Member of the Monetary Policy Consultative Committee of the Sri Lanka at the International Monetary Fund. Central Bank of Sri Lanka and the Vice-Chairman of The Sri Lanka Institute of Directors. He was an Independent Non-Executive Chairman of Bartleet Finance PLC. Dheerasinghe has published widely on many aspects of 3 and has over 30 referred articles in reputed journals and as book J DURAIRATNAM chapters in Sri Lanka and overseas. He has presented more than Managing Director/Chief Executive Officer 50 papers at international seminars. He has been a Visiting Lecturer and Moderator/Examiner in Universities of Colombo, Kelaniya, |+Z<^q^?_^ Sri Jayewardenepura and Moratuwa and several professional bodies in He was appointed as the Managing Director/CEO of the Bank on July !ƒ _†^?_'*-YY of the Government debt securities market by innovating and structuring the Bank from April 2012 to July 2014. " institutional framework. He is also the Managing Director of Commercial Development Company PLC, a Director of Lanka Financial Services Bureau Ltd. He is a graduate of the University of Colombo where he obtained and Lanka Clear (Pvt) Ltd. Z-Z*%=&ƒ M.A. (Econ.) from the University of Leeds, UK. He is an Honorary He possesses substantial professional experience in Banking, out of Fellow of the Institute of Bankers of Sri Lanka and holder of Honorary which 9 years as a member of Corporate Management. His Banking ACI Diploma. experience covers all aspects of International Trade, Off-shore Banking, Credit, Operations and Information Technology. He has served the Bank He holds 20,653 Voting Shares. in several management positions, including Deputy General Manager, Assistant General Manager - International Division and Head of Imports. He holds a Bachelor’s Degree from the University of Peradeniya.

ƒ>†‡?q†\! STEWARDSHIP 130 Commercial Bank of Ceylon PLC Annual Report 2014

Board of Directors

4 6 PROF. U.P. LIYANAGE S. SWARNAJOTHI

*—"Z+ !!`Z<^?^?_^ 14, 2010. He is the Chairman of the Board Technology Committee. He is the Chairman of the Board Audit Committee.

He is a Fellow of the Chartered Institute of Marketing, UK and holds He is a Fellow of the Institute of Chartered Accountants of Sri Lanka an MBA and Ph.D. in Business Management from the Postgraduate -<! Institute of Management (PIM), University of Sri Jayewardenepura. He is - the Chairman of OneZero Co. Ltd. and also a Director of Richard Peiris Accountants of Australia. He holds a B.Sc. Degree in Management Co. (Arpico - Plastic Sector), Chemanex PLC, Ceylon Cold Stores PLC, from the University of Sri Jayewardenepura and a M.Sc. in Project Singer Sri Lanka PLC, Thalawakelle Tea Estate PLC and Diesel and Management from the University of Moratuwa. Motor Engineering PLC. He is presently the Professor of Management *ƒ_q"XX> !`<$!|" private sector organisations. He possesses 21 years of teaching/ ^??q<^?_?" research experience in Marketing/Management at postgraduate level. in the Public Sector as well as in the Private Sector. He currently He has published widely on branding and strategic marketing and functions as a member of the Tax Appeals Commission which position addressed numerous local and international conferences. he had held since May 2014.

ƒq'‡?\! 5 L. HULUGALLE 7 ƒZ H.J. WILSON 30, 2011. He is the Deputy High Commissioner for Sri Lanka High Commission in Australia. He is a Director of SATNET (Pvt) Ltd and ƒ|;Z|">^?_' Waters Edge Ltd. He is currently the Head of Banking and Chief Banking Specialist of the IFC/World Bank Group. He was the Director General of the NGO and INGO Secretariat of the Ministry of Defense and the Deputy Chairman of National Livestock A holder of a Master’s Degree in Economics and Political Science from Development Board. He is also the Advisor to the Provincial Council of Uppsala University, Sweden and a Master of Public Administration Sabaragamuwa. He holds a degree in Hotel Management from the (MPA) Degree from Princeton University USA, Mr. Wilson is a Swedish Sri Lanka Hotel School and a Diploma in Marketing and Advertising of national resident in Nairobi, Kenya. the Sri Lanka Institute of Marketing. He has held several key positions over a period of nine years as Vice He has also served as the Director General of Media Centre for President and Senior Vice-President at Swedbank, the largest retail National Security (2006-13),Vice-Chairman of Ceylon Fisheries bank in Sweden, overseeing Exports, Project Finance, Structured Corporation (2006-10), Consultant to the Ministry of Youth Affairs, Finance, Equity Capital Markets, International Strategy, Mergers and Sports and Rural Development (1995), Co-ordinating Secretary to Acquisitions and Investor Relations. Hon. Mahinda Rajapaksa, Minister of Labour and Vocational Training (1994), Co-ordinating Secretary of Hon. Gamini Dissanayake at Mr. Wilson has also served as Managing Director and Head of the Ministry of Lands, Land Development and Ministry of Mahaweli Investment Banking for the Swedish operations of a large retail Bank. +%_‡†qq‡&"*%_‡q‡‡?&ƒ He has been with the IFC/World Bank Group since January 2009. the former Chairman of Star TV Lanka (Pvt) Ltd., (2001-05). He has also represented the Government of Sri Lanka in many international conferences and workshops. Annual Report 2014 Commercial Bank of Ceylon PLC 131 STEWARDSHIP

Board of Directors

8 9 S. RENGANATHAN K.M.M. SIRIWARDANA

!`#Z|" !Z 17, 2014. Since July 2014 he functions as the Executive Director and <^q^?_' -YYZ He is the Director General of Department of Fiscal Policy and Ministry Renganathan who has served Commercial Bank throughout the entirety of Finance and Planning where he involved in the activities related to tax of his career for more than 33 years and has held several key positions " in the Bank. He is also involved in co-ordinating with public, private and international In July 2003, he led the Bank’s acquisition of the Bangladesh agencies, including International Monetary Fund (IMF), World Bank operations of Credit Agricole Indosuez (CAI), Commercial Bank’s (WB) and International Rating Agencies, mainly on matters related to J-" "" Manager - Bangladesh, in which capacity he led the Bangladesh team "ZU Prior to joining the Ministry of Finance and Planning in 2010, Bangladesh. On his return to the country, he was appointed as the Mr. Siriwardana served in the Central Bank of Sri Lanka for over 20 ZU-#Y%-#Y& years where he also held the position as an Additional Director of the and implementing the Bank’s Integrated Risk Management Policy. Economic Research Department.

In April 2011, he was appointed to the pivotal position of Deputy Mr. Siriwardana has served on many Boards, including Bank of General Manager - Personal Banking Division. Ceylon (BOC), and at present, he serves on the Board of Directors of Export Development Board (EDB), Sri Lanka Export Credit He has served among others, as a Member of the General Council Insurance Corporation (SLECIC) and Hotel Developers (Lanka) PLC of the Institute of Bankers of Bangladesh, founder President of the (Hilton - Colombo). Sri Lanka Bangladesh Chamber of Commerce and Industry, Executive member of the Foreign Investors Chamber of Commerce and He holds a Bachelor of Arts (BA) Degree in Economics from the Industry in Bangladesh and as Assistant Treasurer of the Sri Lanka - University of Kelaniya, and a Master of Arts (MA) Degree in Economics India Society. and a Postgraduate Diploma in Economic Development from the Vanderbilt University, USA. S. Renganathan is a Fellow of the Chartered Institute of Management Accountants, UK (FCMA), Fellow of the IFS School of Finance, UK !"^>^?_„ (Fifs) and a Fellow of the Institute of Bankers Sri Lanka (FIB). He is also an associate member of Financial Services Institute of Australasia. 10 He has received extensive Leadership, Management and Banking training in the USA, London, Japan, Thailand, Abu Dhabi, India and Ms. J.R. GAMAGE many other countries. Company Secretary

He holds 190,034 Voting and 10,190 Non-Voting Shares. Ranjani Gamage, is an Attorney-at-Law who counts over 15 years experience at the Bank. She was appointed as the Company Secretary of Commercial Bank in May 2014. She has received extensive joining the Bank.

Acknowledgments The Chairman and the Board of Directors would like to acknowledge the yeomen services rendered by the former Chairman, Mr. D.S. Weerakkody and former Managing Director, Mr. W.M.R.S. Dias and deeply appreciate the valuable contribution made by them. The Board of Directors warmly welcome Mr. H.J. Wilson, Mr. S. Renganathan and Mr. K.M.M. Siriwardana to the Board. 132 Commercial Bank of Ceylon PLC Annual Report 2014 Annual Report 2014 Commercial Bank of Ceylon PLC 133 134 Commercial Bank of Ceylon PLC Annual Report 2014 Annual Report 2014 Commercial Bank of Ceylon PLC 135 136 Commercial Bank of Ceylon PLC Annual Report 2014 Annual Report 2014 Commercial Bank of Ceylon PLC 137 138 Commercial Bank of Ceylon PLC Annual Report 2014 Annual Report 2014 Commercial Bank of Ceylon PLC 139 140 Commercial Bank of Ceylon PLC Annual Report 2014 Annual Report 2014 Commercial Bank of Ceylon PLC 141 STEWARDSHIP 142 Commercial Bank of Ceylon PLC Annual Report 2014 Corporate Governance

CChhaaiirmaann’s Stateemmennt

Dear Stakeholder,

We believe that good governance contributes to the I take this opportunity to thank Mr. D.S. Weerakkody, long term success of a company, creating trust and former Chairman, who relinquished his duties as a engagement between the company and its stakeholders. Board Member in keeping with regulatory requirements In this regard I am proud to state that your Bank was and Mr. W.M.R.S. Dias, former Managing Director/CEO, able to successfully meet the challenges in relation to all who resigned from the Board with his retirement from the aspects of governance in 2014 as well. Bank after serving the Bank for over four decades. I wish to thank both of them for their enormous This section of the Annual Report demonstrates the contribution and value added to the Board and the governance framework in place at Commercial Bank and success of the Bank and wish them good luck. I am how it ensures adherence to the requirements of the delighted to welcome Mr. S. Renganathan, Mr. H.J. Wilson Banking Act Direction No. 11 of 2007 and amendments and Mr. K.M.M. Siriwardana who joined the Board during thereto, on ‘Corporate Governance for Licensed ":" Commercial Banks in Sri Lanka’ issued by the Central X Bank of Sri Lanka and the Code of Best Practice on Board and complement our existing Board membership. Corporate Governance issued jointly by The Institute of Chartered Accountants of Sri Lanka (ICASL) and the Whilst assuring you that we take every effort to Securities and Exchange Commission of Sri Lanka (SEC). continuously improve our Corporate Governance Philosophy, we hope that this brief message will be of As you are well aware, the Governance Structure of the value to you in assessing how the regulatory requirements Commercial Bank is aimed at satisfying the legitimate and best practices are being put into action within your ZU Bank. We welcome your valuable feedback to continue economic, social and environmental responsibilities with our commitment to promote and practice good in an exemplary and transparent manner. We are fully governance at the highest levels at Commercial Bank. aware that exemplary governance is key to our long term success, enabling us to deliver sustainable shareholder As the Chairman of the Bank, I wish to assure all value. We trust that good ethical behaviour and sound our stakeholders that your Board of Directors is ethical culture are central to achieving above objectives. fully committed to raise the bar to realise the Bank’s Hence, your Board has put in place systems and strategy through ethical behaviour and promoting good procedures that the right strategies and controls are governance practices across all units of the Bank. in place in order to deliver value to all stakeholders in achieving the above goal. Yours Sincerely,

At Commercial Bank we strive to align business practices with the best interests of all our stakeholders, and to maximise transparency through timely disclosure of information and maintain quality and accuracy in

Board diversity remains a key consideration for us and we continue to take a forward-looking approach to refreshing our Board composition. Your Board has a diverse mix of K.G.D.D. Dheerasinghe individuals with skills, experience in different industries, Chairman to maximise its effectiveness and enable us to respond Colombo appropriately to the greater demands currently being January 23, 2015 placed on Board members. Annual Report 2014 Commercial Bank of Ceylon PLC 143 STEWARDSHIP

Corporate Governance

Annual General Meeting 2014 The Bank’s 45th Annual General Meeting (AGM) was held on March Higghhligghhttss of 220014 >_^?_'<<$>q†%>'„^?_>& _'q%_>?^?_>&" 45th Annual General Meeting held on or by proxy. March 31, 2014. The following Resolutions were passed at the 45th AGM:

 Approval of Annual Report of the Board of Directors on the affairs Elections/Re-elections to the Board of the Company and Statement of Compliance and the Financial Statements for the year ended December 31, 2013 and the Report of the Auditors thereon. 1 Mr. D.S. Weerakkody , Chairman of the Bank, was re-  elected to the Board as the Chairman upon his re-election <+#'z^?_>%!"" as a Director. Mr. Weerakkody relinquished his duties Rs. 2/- in cash and Rs. 2/- in shares). |"^q^?_';"  Re-appointment/re-election of two Directors in place of those Non-Executive Director. vacating, retiring by rotation or otherwise.  Appointment of Messrs KPMG, Chartered Accountants, as the 2 Mr. K.G.D.D. Dheerasinghe, Deputy Chairman of the External Auditor of the Bank for 2014 and authorisation of the Bank was appointed as the Chairman. Mr. K.G.D.D. Directors to approve their remuneration. Dheerasighe is an Independent Non-Executive Director.  Authorisation of the Board of Directors to determine donations for 2014. 3 Mr. M.P. Jayawardena, a member of the Board since +^q^?__Z appointed as the Deputy Chairman upon his re-election Major External Steering Instruments on Governance as a Director.  Companies Act No. 07 of 2007. Mr. Jayawardena is an Independent Non-Executive Director.  Z<>?_‡qq  Banking Act Direction No. 11 of 2007 of the Central Bank of 4 |+-YYz Sri Lanka on ‘Corporate Governance for Licensed Commercial Executive Director of the Bank was appointed as the Banks in Sri Lanka’ and amendments thereto. +z-=XY  Code of Best Practice on Corporate Governance issued 5 Mr. R. Renganathan was appointed as a Executive jointly by The Institute of Chartered Accountants of Sri Lanka Director to the Board upon his appointment as Chief and the Securities and Exchange Commission of Sri Lanka YYZ (a voluntary Code).  Listing Rules of the Colombo Stock Exchange. 6 Mr. H.J. Wilson and Mr. K.M.M. Siriwardana were  appointed to the Board as Non-Executive Directors, Securities and Exchange Commission of Sri Lanka Act No. 36 of both of them are Independent Non-Executive Directors. _‡q†

Major Internal Steering Instruments on Governance

 Articles of Association of the Bank. Key Areas of Focus and Major Developments  Board of Directors’ working procedure. to Strengthen the Governing Mechanism  Board approved policies on all major operational aspects.  Policy for secrecy of information, credit and other #+ internal manuals. Maintain the Governance structure which comprises of a  Integrated risk management procedures. total independent Board of Directors.  Processes for anti-money laundering. Setting up of a new Board Sub-Committee by the Board for  Processes for internal controls. reviewing all related party transactions carried out by the  Bank’s Code of Ethics. Bank and its listed subsidiary to strengthen the governance  procedures in by early adopting the Code of Best Practice Bank’s whistleblowers charter. on Related Party Transactions issued by the Securities and  Internal Circulars on ethical/operational practices. Exchange Commission (SEC) which is now a part of the  Communication policy of the Bank. Continuing Listing Requirements of the Colombo Stock Exchange (CSE). STEWARDSHIP 144 Commercial Bank of Ceylon PLC Annual Report 2014

Corporate Governance

Reference Web Links for Further Information Ownership Structure

 Banking Act: As per the share register at end of 2014, the Bank had a total of http://www.cbsl.gov.lk/pics_n_docs/09_lr/_docs/acts/banking_ q>†'%‡?‡_ act_7th_rev_latest.pdf 2013). DFCC Bank PLC continued to be the largest shareholder, _'†‡€Y"\!Z  Banking Act Direction No. 11 of 2007: %_'q„€^?_>&:^?Z http://www.cbsl.gov.lk/pics_n_docs/09_lr/_docs/directions/bsd/ N‡q?€Z BSD_2013/bsd_LCB_up_to_30_Nov_2013.pdf %Nqq>€^?_>&:" Z+  Listing Rules of the Colombo Stock Exchange: of the ownership structure are found on Item 4 of the Section on http://www.cse.lk/listing_rules.do ‘Investor Relations Supplement’ on pages 254 and 255 including the names of the Twenty Largest Shareholders (both voting and  Companies Act: non-voting) of the Bank as at end 2014. http://www.drc.gov.lk/App/ComReg. z^??>‡^„NN^'N^„N†N??_†qz›=z<€^? All voting shareholders have the right to exercise their votes to †€^?€^?^??†€^?%=& impact decisions at the Annual General Meeting of the Bank and  Securities and Exchange Commission of Sri Lanka Act: the Extraordinary General Meetings are called upon when required. http://www. sec.gov.lk/wp-content/uploads/SEC-Act-Revised- The information on ownership structure is published in the Interim Edition-2009.pdf Financial Statements of the Bank as well, which is available on the Bank’s website, @zzzz Annual Report 2014 Commercial Bank of Ceylon PLC 145 STEWARDSHIP

Corporate Governance

Statement of Compliance Your Bank is committed to deliver exemplary corporate governance across all business units and its subsidiaries. Our aim is to provide Summary of Requirements as per the Direction insight into how we meet the spirit of corporate governance through of the Central Bank of Sri Lanka Code Ref. Page/s adopting a discursive approach to our disclosures. Responsibilities of the Board 3 (1) 154 The Board’s Composition 3 (2) 157 We are happy to inform you that the Bank is fully compliant with the requirements of the Banking Act Direction No. 11 of 2007 Criteria to Assess the Fitness and on ‘Corporate Governance for the Licensed Commercial Banks Propriety of Directors 3 (3) 159 in Sri Lanka’ and subsequent amendments thereto issued by the Management Functions Delegated Central Bank of Sri Lanka. Refer the tables on pages 154 to 167 for by the Board 3 (4) 159 the requirements of the ‘Corporate Governance Principles’ and the --=XY 3 (5) 159 response of the Bank on its degree of compliance. Board Appointed Committees 3 (6) 160 _Nq_q? Related Party Transactions 3 (7) 165 Bank’s adherence to the requirements of the Code of Best Practice Disclosures >%q& 166 on Corporate Governance issued jointly by The Institute of Chartered Transitional and Other General Provisions 3 (9) 167 Accountants of Sri Lanka (ICASL) and the Securities and Exchange Commission (SEC) of Sri Lanka.

Summary of Requirements as per the Joint Z+" Code of the CA Sri Lanka and the SEC Code Ref. Page/s requirements of the Companies Act No. 07 of 2007 and also wish Chairman and Chief Executive that all statutory payments due to the Government, other regulatory Y A.2.1 & A.5.7 169 & 171 institutions and those payments related to employees, have been Board Balance A.5.1 170 made on time. The full Statement of Directors’ Responsibility is Nomination Committee A.7.1 171 appearing on pages 206 and 207. Appointment of New Directors A.7.3 172 A diagram depicting the Governance Structure of the Bank is Appraisal of Board Performance A.9.3 173 illustrated on page 146 of this Annual Report. Board-Related Disclosures A.10.1 173 Disclosure of Remuneration B.3 & B.3.1 175 Summary of Compliance Major and Material Transactions C.3 & C.3.1 176 The tables on the right depict the requirements of the Direction Audit Committee D.3.4 _†q No. 11 of 2007 and amendments thereto of the Central Bank of Code of Business Conduct Sri Lanka and the Governance Code issued jointly by the ICASL and and Ethics D.4.1 & D.4.2 179 the SEC of Sri Lanka. Going Concern D.1.5 177 Communication with Shareholders C.2.2 - C.2.7 176 Since the Bank is in compliance with the requirements Members of Remuneration of the aforesaid Direction of the Central Bank of Committee B.1.3 173 Sri Lanka, the Colombo Stock Exchange exempted the Directors’ Report D.1.2 177 Bank from complying with the requirements stipulated Financial Statements D.1.3 177 in Section 7.10 on ‘Corporate Governance’ of the Related Party Transactions D.1.7 177 Continuing Listing Requirements of the Colombo Stock Exchange issued in 2010. Management Report D.1.4 177 Corporate Governance Report D.5.1 179 Audit Committee Report D.3.3 _†q Statement on Internal Control D.1.3 & D.2.3 _††œ_†q Sustainability Reporting G.1.1 - G.1.7 _q?

This is not an exhaustive list and is provided purely for the convenience of the readers of this Report to assess the governance requirements applicable to the Bank arising from the aforesaid Direction/Code and the degree of compliance. STEWARDSHIP 146 Commercial Bank of Ceylon PLC Annual Report 2014

Corporate Governance

Corporate Governance

“Those seeking to strengthen Corporate Governance and enhance the Board’s oversight often look for (and recommend) ‘leading’ or ‘best’ practices - and with good reason; they suggest processes, policies and approaches that work”.

The Directors’ Prism: Building Better Boards - KPMG Audit Committee Institute

The governance practices of one organisation would not be Constructing an ideal Board of Directors will depend primarily on the tone set at the top of any Governance Structure and the Board’s risks and governance needs would vary dramatically from one entity mission to continually improve and enhance the effectiveness of the to another. The Board of Directors of any organisation is considered Board. Accordingly, set-out below is the Governance Structure of the to sit at the pinnacle of the organisation structure with a close ZZ relationship with the management, Internal Auditors and External effective Governance Structure. Auditors to meet the objectives expected by the stakeholders in a dynamic environment.

Board of Directors Company Secretary

Board Sub-Committees Board appointed mandated by the Central voluntary Bank of Sri Lanka Sub-Committees

Internal Audit External Audit

Shareholders

Other Stakeholders Management Annual Report 2014 Commercial Bank of Ceylon PLC 147 STEWARDSHIP

Corporate Governance

The Board of the Bank strives to add value in addition to achieving the basic compliance requirements and hence discharges its oversight """` of all its stakeholders. The Board members possess a wide range Single-mindeded of knowledge, skills and personal attributes which inculcates sound judgment, integrity and high ethical standards and more so the ability and willingness to challenge and probe into the day-to-day operational Commercial Bank works to decisions of the Bank. one agenda...from Board

Z Room to ‘shop floor’ everyone also have clear lines of sight into management’s decision-making and ‘walks to a single drum’, risk-management processes. In the Governance structure present pursuing a common goal. at the Bank, the Board is able to establish clear lines of sight of the decisions made by the management and the risk exposures that may arise from same. Such cohesion of intent and purpose distinguishes the The Bank‘s Governance Structure also addresses the complexity inherent in governance due to multiple business units/products Bank in an environment often available in the Bank and ensures effective co-ordination is prevalent volatile and uncertain. at all times. It also ensures balancing considerations regarding centralisation versus decentralisation and considering local business, customer, compliance, legal and other stakeholder needs. The Bank has eight Board Sub-Committees, out of The Board appointed Sub-Committees play a key role in assisting the which four are voluntary. These ensure that the Board Board in this regard. and the Management (representing the staff) are working in sync to achieve the set goals and targets. Integrated Risk Management at Commercial Bank Risk Governance and Policy framework enshrine integrity and effectiveness of the Risk Management structure of the Bank. < mitigation of key risks and proper communication across the Bank is in place. Periodic overview of risk measures and summary of emerging risk that require attention of the Board Integrated Risk Management Committee (BIRMC) is shared by the Risk Management Department. The Executive Integrated Risk Management Committee (EIRMC) is entrusted with the management of risk at Management level. The impact of changes in the environment on the strategy from risk perspective is under constant discussion and the relevant policies and limits are assured of getting linked inextricably to such strategic changes coming under management oversight. Risk matters are assured to be addressed appropriately and timely manner. The BIRMC undertakes self-evaluation on effectiveness of risk oversight process annually to determine adherence to its responsibilities.

The Board of Directors of the Bank is primarily responsible for exercising oversight over the effective management of the overall #*Z:Z oversight obligation by the BIRMC which was appointed as per Direction No. 11 of 2007 on ‘Corporate Governance for Licensed Commercial Banks in Sri Lanka’ under Section 46 (1) of the Banking <>?_‡qq:#!" STEWARDSHIP 148 Commercial Bank of Ceylon PLC Annual Report 2014

Corporate Governance

the Bank steered by the aforesaid Board Sub-Committee with the As such, proper alignment of technology with Bank business assistance of the Integrated Risk Management Team ensures timely objectives is ensured by the Information Technology Governance X Mechanism in place at the Bank. IT Governance which forms an to Credit, Market and Operational Risks. integral part of the Bank’s Corporate Governance, deals primarily with optimising the linkage between Strategic Direction and A full report on the Bank’s Risk Management Mechanism is found in Information Systems Management of the Bank. In this regard, !w#-ZU^_q 245 of this Stewardship section. Report of the Board Integrated Risk responsible for information, business processes, applications, -_q„_qN infrastructure, etc., ensures generation of value for our stakeholders while mitigating risks associated with incorrect deployment and use of Information Technology Governance Information Technology. Information Technology has become the backbone for conducting The Board Technology Committee took several measures to further the business of banking, with almost exclusive reliance on the use of strengthen IT Governance at the Bank, including responsibility for Information and Communication Technology. Increasing complexity ensuring implementation of the Mechanism illustrated below. and inter-dependency of technology, demand the Bank to adopt effective IT Governance. The core objectives of the Bank’s Strategic Information Technology Governance that impact the diverse functional areas of the Bank are set out below:

Objective IT Governance Mechanism

Compliance Investing in and deploying Licensed Software with a view towards educating all stakeholders on Intellectual Property Laws as well as the risk posed to the Bank by malware.

Y=" Streamlining of payments process so that integrity is maintained across value chain through near real- time processing where possible. Use of a world-renowned Enterprise Resource Planning System to assist Management Reporting.

Reliable Financial Reporting Close integration of the different IT systems used by various units of the Bank. Use of a world-renowned Enterprise Resource Planning System for Financial Reporting. Annual Report 2014 Commercial Bank of Ceylon PLC 149 STEWARDSHIP

Corporate Governance

Objective IT Governance Mechanism

Information Security <!Yz=-^†??_@^?_>^?_> Management " Ensuring that information security extends throughout the Bank and beyond as a means of proactive management of information security risks and controls.

Prudent Capital Expenditure All major IT-related procurement is reviewed by an independent 3rd party Evaluation Committee. Final approval of IT capital expenditure is sought from the Board of Directors of the Bank based on <$!-Y -YY+

Customer Convenience A constant drive for improvement and a commitment to high quality uninterrupted service levels to ensure systems availability translating to customer convenience at each of our delivery channels. = customer convenience.

IT Risk Management #+Z: continuous risk assessment procedures. Existing risk management processes are further strengthened and where appropriate new processes are designed to understand risks and implement controls to effectively manage them to mitigate the risk exposure. The IT experts of the Bank’s External Auditors carryout a comprehensive health check on the operational aspects of the Bank’s computer system prior to commencement of the year-end audit.

‘Green’ IT Protecting the environment by reducing the carbon footprint through migration to e-Statements, +; !-"=Z #:J""-=<" them as per international standards.

The above objectives and strong IT governance structure in place at the Bank ensure that "Z:J :

Internal Control Mechanism

The internal control framework of the Bank assists the management to deal nt ssme with rapidly changing economic and competitive environments, shifting sse C k A on is tro customer demands and priorities, and restructuring for future growth, R l E n ensuring achievement of goals and objectives. Internal controls promote v ir o n " m

e asset loss, help to ensure the reliability of Financial Reporting and n g t n i

r compliance with laws and regulations. Further, the management has

o

t

i a better ability to provide the Board of Directors with an overview of

n

o

U M ` s

e i "J t i v i t In c f A The Internal Control process of the Bank, diagrammatically o l r o m tr presented on the right depicts the process in place at the Bank which a n tio o n C encompasses assessing the control environment on an on-going basis & C om to ensure the existing control activities prevalent are evaluated regularly to munications mitigate current and perceived risks and communicating same to the Board. Further, monitoring the effectiveness of the controls in place, assessing and following up of the probable risks of breach or lapses on an on-going basis are also effective processes established at the Bank. STEWARDSHIP 150 Commercial Bank of Ceylon PLC Annual Report 2014

Corporate Governance

This process ensures effective communication within the Bank and Enforcing a Corporate Code of Ethics requires understanding and contributes to ensuring that the right business decisions are made. active participation by everyone in the Bank since the Code spells out The status of activities of the Bank’s control system is followed up the expected standards of behaviour and sets the operating principles continuously through periodic reporting to the Management and to to be followed. This effort is strengthened regularly through: the Board Audit Committee.  Consistent application of core values and principles of the code.

The Bank’s internal audit function is headed by the Assistant General  Communicating the contents to all employees and even making the Manager - Management Audit and is responsible for providing an Code available to those outside the Bank. independent, objective assurance and an oversight role over internal  control mechanism, in order to systematically evaluate and recommend Introduction and making the Code available to all new recruits improvements for more effective internal control procedures, during induction programmes. governance process, information system controls and risk management.  Reiterating during management development programmes conducted for prospective and newly appointed managers. Yz  the Board Audit Committee of the Bank for review and discussion in Promoting a culture among the senior staff to be vigilant for any furtherance of the effectiveness of control mechanism. symptoms of malpractices, by paying attention to the behaviour of their subordinates.

As mandated by the Banking Act Direction No. 11 of 2007, the Board  Expecting the Managers to know his staff and customers well, provides a report on the Bank’s internal control mechanism which to be vigilant to detect warning signals and serve as role models "Z for compliance. designed to provide reasonable assurance regarding the reliability of !  A transparent system of fair reward and punishment. for external purposes is carried out in accordance with relevant accounting principles and regulatory requirements. We adopt the ‘ETHICS PLUS Decision-Making Model’ in addressing ethical issues, which helps us to reach a course of action or a sound The Bank’s External Auditors’ Report also provide the Board decision in a structured and systematic way. We encourage our with the evidence that enables it to conclude whether the Bank’s staff to report any malpractice and have made available the following Internal Control Mechanism is appropriately designed and is channels for reporting: operating effectively.  Escalation through line management.

The Report of the Board Audit Committee which sets out its terms of  +-Y `_qq_‡? Director and/or Chairman, if necessary.

 ‘Speak out’ - Grievance handling mechanism. Ethics and Integrity  Whistleblowers Charter. The Bank pays close attention to the moral concerns in order to effect the correct ethical decisions on a day-to-day basis over and " above observing the law. We believe that upholding an ethical reporter’s anonymity and protection from any harassment. Complaints culture in banking is of critical interest to the customers, employees, when received are dealt with quickly and follow up action taken as regulators, alike and to the Bank itself as a secured, reliable and and when necessary, through disciplinary procedures. Where there "" are doubts to be cleared, the employees are encouraged to consult any country. Hence, nurturing and maintaining an ethical culture is of ƒ+zZ!Y utmost importance for banks. Our core ethical values include honesty, -Y integrity, fairness, responsible citizenship and accountability. forms of criminality, we take steps to report to the regulatory and/or relevant law enforcement authorities. The Bank has compiled a ‘Code of Conduct and Business Ethics’, which encompasses the core values of the Bank, relating to lawful In a nutshell, our business ethics means, “Choosing the good over and ethical conduct in business. This Code applies to all employees the bad, the right over the wrong, the fair over the unfair and the truth and should be strictly adhered to at any given circumstances. over the untruth”. Also amongst the guiding principles of the Bank’s Whilst the Board, the Chairman and the Managing Director have the -=" ultimate responsibility, the day-to-day responsibility lies with the line "Y management and irrespective of one’s position in the Bank every staff Bank on illegal and unethical behaviour. member is personally responsible for ensuring that they act fully in accordance with the Bank’s standards. Refer the web link for Bank’s Code of Ethics: http://www.combank.net/newweb/info/104 Annual Report 2014 Commercial Bank of Ceylon PLC 151 STEWARDSHIP

Corporate Governance

Ethic PLUS Decision-Making Model E T H I C S P L U S

Establishing Taking stock of Having an Identifying Comparing Selecting Professional Legal Uncompromising Sunshine the relevant all stakeholders objective viable and evaluating the most or Company requirement self values test facts and or parties assessment alternatives the likely appropriate Code of identifying the involved of each and their consequences course of Conduct ethical issues stakeholder’s effects on of each action position stakeholders alternative with reference to the standards expected

2014 - Setting up of Board Related Party Transaction Review Committees

2013 Setting up of Board Investment Committee

2011 Setting up of Board 2009 Introduction of Technology Committee Whistle blower policy

^??q!Z 2006 Setting up of Risk Risk Management and Board Management Department Key Initiatives to Strengthen Governance Nomination Sub-Committees

Processes for Anti Money Bank’s Code of Ethics Integrated Risk Laundering Management Procedures

Internal Circulars Applicable Articles of Association of the Bank Processes of Internal Control

on Good Governance Internal Steering Instruments on Governance

Banking Act Governance rules of other Listing Rules of the CSE Code of Best Direction No. 11 of National & International Practice on 2007 of the Central Authorities Corporate Bank of Sri Lanka on Governance issued ‘Corporate jointly by Governance’ Companies Act No.7 Banking Act No. 30 ICASL & SEC of 2007 _‡qq External Steering External Steering Instruments on Governance STEWARDSHIP 152 Commercial Bank of Ceylon PLC Annual Report 2014

Corporate Governance

The Board and its Sub-Committees :Z""Z!-"J and to assist the Board. These Committees meet regularly to consider and discuss matters falling within respective Charters and their recommendations are duly communicated to the main Board. These Committees consist of permitted number of Executive and Non-Executive Directors as per the Banking Act Direction aforesaid and the Continuing Listing Requirements of the Colombo Stock Exchange as set out below:

Board Sub-Committees

Board Human Board Board- Board Board Board Board Board Resources & Integrated Risk Related Party Nomination Audit Credit Technology Investment Remuneration Management Transactions Committee Committee Committee Committee Committee Committee Committee Review Committee

Mandatory Voluntary

Composition of Main Board and Board Sub-Committees as at December 31, 2014

Gender Age Group Executive Non-Executive Independent Non-Independent Below 50 Over 50 Name of Committee Members Members Members Members Male Female Years Years

Main Board 02 07 07 02 09 Nil Nil 09 Board Human Resources and Remuneration Committee 01* 03 03 01 04 Nil Nil 04 Board Integrated Risk Management Committee 02 05 05 02 07 Nil Nil 07 Board Nomination Committee 01* 03 03 01 04 Nil Nil 04 Board Audit Committee 02* 03 03 02 05 Nil Nil 05 Board Credit Committee 02 01 01 02 03 Nil Nil 03 Board Technology Committee 02 01 01 02 03 Nil Nil 03 Board Investment Committee 02 02 02 02 04 Nil Nil 04 Board-Related Party Transactions Review Committee 02 02 02 02 04 Nil Nil 04

* Attended by invitation Annual Report 2014 Commercial Bank of Ceylon PLC 153 STEWARDSHIP

Corporate Governance

Details of members of the Main Board and Board Sub-Committees as at December 31, 2014

Name of Committee Board Human Resources and Board Integrated Board Board Board Board Related Remuneration Risk Management Nomination Audit Board Credit Technology Board Investment Party Transactions Main Board Committee Committee Committee Committee Committee Committee Committee Review Committee Name of Director Status DOA Status DOA Status DOA Status DOA Status DOA Status DOA Status DOA Status DOA Status DOA

Mr. D.S. Weerakkody C* 29.07.2005 C* 30.12.2011 C* 30.12.2011 Mr. K.G.D.D. Dheerasinghe C* 20.12.2011 C* 30.12.2011 C** 30.12.2011 C* 30.12.2011 C 30.12.2011 C 13.03.2013 C 26.12.2014 Prof. U.P. Liyanage M 14.12.2010 M 30.12.2011 M 01.04.2011 M 25.11.2011 M* 30.12.2011 C 30.12.2011 Mr. W.M.R.S. Dias* M 14.12.2010 B 14.12.2010 M 27.02.2009 B 14.12.2010 B 14.12.2010 M 20.04.2011 M 13.03.2013 Mr. L. Hulugalle M 30.03.2011 M 01.04.2011 M 27.05.2011 Mr. M.P. Jayawardena M ^q_^^?__ M ^‡?q^?_' C** 30.12.2011 M ^‡?q^?_' M* 30.12.2011 M* 30.12.2011 Mr. J. Durairatnam M ^q?'^?_^ B ^‡?q^?_' M ^q?'^?_^ B ^‡?q^?_' B ^q?'^?_^ M ^‡?q^?_' M _q?N^?_^ M 13.03.2013 M 26.12.2014 Mr. S. Swarnajothi M ^??q^?_^ M ^'?q^?_^ C ^'?q^?_^ M 26.12.2014 Mr. H.J Wilson M 03.07.2014 M ^‡?q^?_' Mr. S. Renganathan M 17.07.2014 B ^‡?q^?_' B 17.07.2014 M 25.11.2014 M ^‡?q^?_' B ^‡?q^?_' M 26.12.2014 Mr. K.M.M. Siriwardana M ^q?q^?_' M ^‡?q^?_' M ^‡?q^?_' M* ^‡?q^?_'

DOA - Date of Appointment Status - C - Chairman/ M - Member/ B - Participated by Invitation

+!;"-ž|"^q^?_' *|"-žž<^‡^?_'ž<^q^?_' Mr. K.G.D.D. Dheerasinghe - C* from August 29, 2014, Mr. K.M.M. Siriwardana - M* until November 25, 2014 -žž<^q^?_' Prof. U.P. Liyanage - M* until October 31, 2014 Mr. W.M.R.S. Dias* - until July 16, 2014

Number of Meetings Held and Attendance

Board Human Resources and Board Integrated Board Related Remuneration Risk Management Board Nomination Board Audit Board Credit Board Technology Board Investment Party Transactions Name of Committee Main Board Committee Committee Committee Committee Committee Committee Committee Review Committee Eligible Eligible Eligible Eligible Eligible Eligible Eligible Eligible Eligible to to to to to to to to to Name of Director Attend Attended Attend Attended Attend Attended Attend Attended Attend Attended Attend Attended Attend Attended Attend Attended Attend Attended

Mr. D.S Weerakkody 13 13 5 5 3 3 Mr. K.G.D.D. Dheerasinghe _q _q 7 7 2 2 5 5 12 12 10 10 1 1 Prof. U.P. Liyanage _q1376425371 42 Mr. W.M.R.S. Dias 12124421226666 55 Mr. L. Hulugalle _q 17 4 3 q 5 Mr. M.P. Jayawardena _q1743432277qq Mr. J. Durairatnam _q_q444322q74443101011 Mr. S. Swarnajothi _q17 42 q7 11 Mr. S. Renganathan 66 22 2210225411 Mr. H.J. Wilson 65 44 Mr. K.M.M. Siriwardana 54 22 1132

Following members of the Management attended the Board Audit Committee 4. Mr. S. Prabagar - Assistant General Manager - Management Audit/ meetings by Invitation: Secretary (from July 01, 2014 - December 31, 2014) „!-—-#Y|"?_^?_' _W+Z-Y July 30,2014 ^##-Y 6. Mr. S.K.K. Hettihamu - Chief Manager - Integrated Risk Management 3. Mr. K.D.N. Luxshman - Deputy General Manager - Management Audit/ (from October 01, 2014 - December 31, 2014) Secretary (from January 01, 2014 - June 30, 2014) †!<|"-†q

@W!"^>^?_„ STEWARDSHIP 154 Commercial Bank of Ceylon PLC Annual Report 2014

Corporate Governance

Bank’s Compliance with Direction No. 11 of 2007, issued by the Central Bank of Sri Lanka on the subject ‘Corporate Governance for Licensed Commercial Banks in Sri Lanka’ Annual Corporate Governance Report of Commercial Bank of Ceylon PLC (‘the Bank’) for the year ended December 31, 2014 is given below: !'N%_&Z<>?_‡qqJ""Z Directions to Licensed Commercial Banks, regarding the manner in which the business of such banks is to be conducted, in order to ensure the soundness of the banking system. In the exercise of the powers conferred by the above Section, the Monetary Board has issued Banking Act Direction No. 11 of 2007 on ‘Corporate Governance for Licensed Commercial Banks in Sri Lanka’.

The aforesaid Direction consists of two distinct parts viz., Direction 2 and Direction 3. Direction 2 consists of eight principles, for explanatory z"!"+>:Z" endeavour to comply with the rules of Corporate Governance as indicated in Direction 3 of the Corporate Governance Direction. Details of such compliance for the year 2014 are fully disclosed below against each requirement of Direction 3.

Relevant Section Rule Degree of Compliance

3 (1) - Responsibilities of the Board

3 (1) (i) The Board shall strengthen the safety and soundness of the Bank by ensuring the implementation of the following:

(a) Approve and oversee the Complied with. strategic objectives and corporate Approving, overseeing, and monitoring the execution of the strategic objectives, values; corporate values, overall business strategy and policies are handled directly by the Board. Board’s views relating to the above are communicated throughout the Bank.

(b) Approve Overall Business Complied with. Strategy including Risk Policy and -!*„"^?_'^?_q Risk Management procedures and by the Board on February 17, 2014 after discussing related issues in detail mechanisms; with the Corporate Management. Corporate Plan has been aligned to the overall Risk Strategy of the Bank through the involvement of Independent Risk Management Committee. Risk appetite of the Bank emanated throughout the corporate strategy by way of capital allocation, adoption of risk matrix to measure the risk levels and governance and compliance embedded into Bank wide Risk Management Policy framework. Refer ‘Board Integrated Risk Management -#U_q„_qNZU!*^?_„^?_‡ was approved on January 12, 2015 by the Board.

(c) Identifying principal risks and Complied with. implementation of Risk Management Identifying principal risks, approving overall risk policy and Risk Management procedures; procedures are carried out mainly through the Board Integrated Risk Management Committee which is reviewed annually. Refer ‘Board Integrated #-#U_q„_qN

(d) Policy of communication with Complied with. shareholders and borrowers; A Board approved Communication Policy is available and reviewed, as and when required. Annual General Meeting is also used to have an effective dialogue with the shareholders on matters which are relevant and of concern to the general membership.

(e) Review Bank’s Internal Complied with. Control Systems and Management Adequacy and the integrity of the Bank’s Internal Control Systems and Information Systems; Management Information Systems are reviewed by the Board Audit Committee. Board Audit Committee reports are submitted to the Board periodically for review. Annual Report 2014 Commercial Bank of Ceylon PLC 155 STEWARDSHIP

Corporate Governance

Relevant Section Rule Degree of Compliance

(f) Identify and designate Key Complied with. Management Personnel; ZZ+ W*W

%&+" Complied with. key responsibilities of the Board and Bank has a Board approved Formal Schedule which is the Board Charter Key Management Personnel; "Z" and key responsibilities of the Board of Directors. Areas of authority and key responsibilities for members of the Corporate Management are stated in the Job Descriptions of each member.

(h) Ensure appropriate oversight Complied with. of the affairs of Key Management Affairs of the Bank are regularly discussed and monitored by the Directors at the Personnel; Board level and by the Members of Corporate Management at Management level.

(i) Periodically assess the Complied with. effectiveness of the Board of <" Directors’ own Governance completed by the Directors for the purpose of evaluating the effectiveness of practices: Governance practices for 2014. Responses of Directors were discussed for necessary action at a Nomination Committee meeting and a subsequent Board meeting. Directors make declarations on areas of interests at the time of applying ZUZJ"- interest (if any) is managed based on this information. <J"Z %"&

(j) Ensure an appropriate Complied with. succession plan for Key Succession plan is reviewed at regular intervals to ensure that the Bank has Management Personnel; named successors for the Key Management Personnel in the Bank and has development plans to ensure their readiness.

(k) Meeting regularly with the Key Complied with. Management Personnel; The Members of the Corporate Management regularly make presentations and take part in discussions on their areas of responsibility and to monitor progress made towards achieving corporate objectives at Board meetings.

(l) Understand the regulatory Complied with. environment;

(m) Exercise due diligence in the Complied with. hiring and oversight of External The Board has adopted a Policy of Rotation of Auditors, once in every 5 years, in Auditors; keeping with the principles of Good Corporate Governance. At the end of the 5-year period, quotations are called from suitable Audit Firms, prior to the recommendation of new Auditors as per the Rotation Policy. In addition to this, External Auditors "J"! 163 (3) of the Companies Act No. 07 of 2007 in connection with external audit. STEWARDSHIP 156 Commercial Bank of Ceylon PLC Annual Report 2014

Corporate Governance

Relevant Section Rule Degree of Compliance

3 (1) (ii) Board shall appoint a Chairperson Complied with. -=Y Positions of the Chairman and the Managing Director (MD)/Chief Executive responsibilities; Y%-=Y& --=Y"+ 3 (5) of these Directions. Refer Direction 3 (5) on pages 159 and 160 of this Report for details.

3 (1) (iii) Board shall meet regularly at Board Complied with. meetings with active participation in Board meetings are held monthly, mainly to review the performance of the person by majority of the Directors; Bank and its Subsidiaries and other relevant matters referred to the Board by the Heads of respective divisions, while special Board meetings are convened "+^?_'Z_q: ensure that prompt action is taken to align the business processes to achieve the expectations of all stakeholders. Refer ‘Number of Meetings Held and Attendance’ on page 153.

3 (1) (iv) Arrangements to be in place for Complied with. inclusion of matters and proposals All Board members are given an equal opportunity to include matters and by all Directors in the agenda; proposals in the agenda, where such proposals relate to the promotion of business and the management of risks of the Bank.

3 (1) (v) Adequate Notice of Board meetings; Complied with. Monthly Board meetings are generally scheduled for the last Friday of the month and Notices are sent one week before the date of the meeting. For any other Special Board meeting, adequate Notice is given.

3 (1) (vi) Action taken for not attending All Directors have attended at least two-thirds of the meetings held during 2014. Board meetings;

3 (1) (vii) Appointment and setting Complied with. and (viii) responsibilities of the Board An Attorney-at-Law functions as the Secretary of the Board and she has taken Secretary who’s advice and steps to duly comply with the requirements under the Banking Act No. 30 of service should be accessible to all _‡qq!Z Directors; applicable rules and regulations are adhered to. All Board members have full access, to the assistance of the Company Secretary to ensure that proper Board procedures are followed and all applicable rules and regulations are complied with.

3 (1) (ix) Maintaining minutes of the Board Complied with. and (x) Q The Company Secretary maintains the minutes of the Board meetings with ""+ Draft minutes prepared by the Company Secretary are approved by the Chief =XY-+ for their observations. Necessary amendments are made thereto based on the issues raised by such other Directors.

3 (1) (xi) Seeking Independent Professional Complied with. Advice; The Directors are permitted to seek independent professional advice at the Bank’s expense. A Board approved procedure is in place in this connection. Annual Report 2014 Commercial Bank of Ceylon PLC 157 STEWARDSHIP

Corporate Governance

Relevant Section Rule Degree of Compliance

3 (1) (xii) < Complied with. to other commitments to other Directors make declarations on areas of interests at the time of applying to the organisations and related parties; ZZJ"- %"& is managed based on this information. A quarterly report is sent to the Board on %"&+ " activities of the Bank. Such Directors’ presence is disregarded in counting the quorum for agenda of meetings at which such issues are considered.

3 (1) (xiii) Formal schedule of matters to Complied with. ensure proper direction and control The Board has put in place systems and controls to facilitate the effective of the Bank; discharge of Board functions. Pre-set agenda of meetings ensures the direction and control of the Bank is "ZU"

3 (1) (xiv) Inform Director Bank Supervision in No such situations have arisen. a possible situation of Insolvency; The Bank has a Board approved procedure to take action in the event of such a possibility.

3 (1) (xv) Ensure Bank is adequately Complied with. capitalised at levels required by the The Bank has duly complied with Capital Adequacy requirements and Monitory Board; requirements under other prudential grounds throughout the year.

3 (1) (xvi) Publish a Corporate Governance Complied with. Report; This Report serves the said requirement.

3 (1) (xvii) Adopt a Self-Assessment of Complied with. Directors; The Bank has adopted a system of self-assessment, to be undertaken by each Director, annually. Each member of the Board carried out a self-assessment of his/her own effectiveness as an individual as well as the effectiveness of the Z+w and propriety’ to serve as a Director.

3 (2) - The Board’s Composition

3 (2) (i) Number of Directors not less than Complied with. 7 or more than 13; During the year ended December 31, 2014 there were 9 Directors on the Board.

3 (2) (ii) Total period of service of a Director Complied with. shall not exceed 9 years; The period of service of all the Non-Executive Directors are within 9 years.

3 (2) (iii) Appointment of Employee as a Complied with. Directors; There are two Executive Directors namely the Managing Director and the Chief YYZ<"=X+ does not exceed one-third of the total number of Directors of the Board. STEWARDSHIP 158 Commercial Bank of Ceylon PLC Annual Report 2014

Corporate Governance

Relevant Section Rule Degree of Compliance

3 (2) (iv) Board to consist of at least three Complied with. Independent Non-Executive Independent Non-Executive Directors during the year under review were: Directors or one-thirds of the total Directors; +!;"%|"^q^?_'& Mr. K.G.D.D. Dheerasinghe Independence determined under the Mr. M.P. Jayawardena rules set-out in the code; Prof. U.P. Liyanage Mr. L. Hulugalle Mr. S. Swarnajothi Mr. H.J. Wilson (from July 03, 2014) W!%<^q^?_'&

3 (2) (v) Appointment of Alternate Director; No such situation has arisen.

3 (2) (vi) Credibility, skills and experience of Complied with. Non-Executive Directors :+=X+ pages 129 to 131 detailing their skills and experience.

3 (2) (vii) Presence of Non-Executive Complied with. Directors with necessary skill and All Board meetings held during 2014 were duly constituted with the presence of experience in the Board; all the Non-Executive Directors. Refer ‘Number of Meetings Held and Attendance’ on page 153.

3 (2) (viii) Expressly indentify and provide Complied with. details of Independent #__q^ Non-Executive Directors; *=X+_^‡_>_

3 (2) (ix) Formal and transparent procedure Complied with. for the appointment of new New appointments to the Board and re-elections of Directors are based on the Directors; recommendations of the Board Nomination Committee. There is a procedure in place for the orderly succession of appointments to the Board. Appointment of the 3 Directors who joined the Board during the year, complied with the above procedure. #_q†wZ-#U

3 (2) (x) + Complied with. vacancy to be subject to election at All Directors appointed to the Board are subject to re-election by shareholders at <$Q <$

3 (2) (xi) Proper procedure to be followed for Mr. W.M.R.S. Dias (retired w.e.f. July 16, 2014, upon reaching the age of Resignation/Removal of a Director; retirement). +!;"J-|"^q^?_' having served the Board for 9 years. No removal or resignation of Directors took place during the year. However, there is a procedure in place to deal with such situations.

3 (2) (xii) Appointments to other Banks; None of the present Directors of the Bank acts as a Director of another bank. #*+_^‡_>_ Annual Report 2014 Commercial Bank of Ceylon PLC 159 STEWARDSHIP

Corporate Governance

Relevant Section Rule Degree of Compliance

3 (3) - Criteria to Assess the Fitness and Propriety of Directors

!'^Z<>?_‡qq" and propriety of a person who serves or wishes to serve as a Director of a Bank. Non-Compliance with any one of the criteria as set out herein shall disqualify a person to be appointed, elected or nominated as a Director or to continue as a Director.

3 (3) (i) Directors age shall not exceed All Directors are below 70 years of age. 70 years of age;

3 (3) (ii) + No Director holds directorships of more than 20 companies/entities/institutions more than 20 companies; inclusive of Subsidiaries or Associate Companies of the Bank.

3 (4) - Management Functions Delegated by the Board

3 (4) (i) The Directors shall understand the Complied with. delegation arrangements in place;

3 (4) (ii) Extent of delegation to be within The Board is empowered by the Articles of Association to delegate to the MD/ appropriate limits; CEO any of the powers vested with the Board, upon such terms and conditions Z"

3 (4) (iii) Review the delegation process; Complied with. A delegation process is in place and the delegated powers are reviewed periodically to ensure that they remain relevant to the needs of the Bank.

3 (5) - The Chairman and Chief Executive Officer

3 (5) (i) Division of roles of the Chairman Complied with. -=XYQ There is a clear separation of duties between the roles of the Chairman and the CEO, thereby preventing unfettered powers for decision-making being vested with one person.

3 (5) (ii) Chairman preferably be an Complied with. Independent Director and if not Chairman is an Independent Non-Executive Director. designate a Senior Director;

3 (5) (iii) Relationship between Chairman, Complied with. CEO and other Directors; The Board is aware that there are no relationships whatsoever, including ""z Chairman and the CEO. Similarly, no relationships prevail among the other members of the Board. #^_q^

3 (5) (iv) - (viii) The Role of Chairman and CEO Complied with. to be in line with the duties and Board approved List of Functions and Responsibilities of Chairman include, responsibility set-out in this ‘Providing Leadership to the Board’ as a responsibility of the Chairman. The Directive; Board’s Annual Assessment Form includes an area to measure the ‘Effectiveness of the Chairman in facilitating the effective discharge of Board functions’. All key and appropriate issues are discussed by the Board on a timely basis. STEWARDSHIP 160 Commercial Bank of Ceylon PLC Annual Report 2014

Corporate Governance

Relevant Section Rule Degree of Compliance

3 (5) (ix) The Chairman, shall not engage in Complied with. activities of direct supervision of The Chairman does not directly get involved in the supervision of Key Key Management Personnel or other Management Personnel or any other executive duties. executive duties;

3 (5) (x) The Chairman shall ensure effective Complied with. communication with shareholders At the Annual General Meeting the shareholders are given the opportunity to and views of shareholders are :J" communicated to the Board; "-z-=Yz"

3 (5) (xi) :-=XY Complied with. function as the apex executive- The CEO is supported by the members of the Corporate Management to in-charge of the day-to-day manage the day-to-day management of the Bank’s operations and business. management of the Bank;

3 (6) - Board Appointed Committees

3 (6) (i) Each Bank shall have at least four Complied with. Board appointed Sub-Committees The following mandatory Board Sub-Committees have been appointed by the reporting to the Board; Board, which requires each such committee to report to the Board:

1. Board Human Resources and Remuneration Committee 2. Board Integrated Risk Management Committee 3. Board Nomination Committee 4. Board Audit Committee In addition, the Board has appointed the following Sub-Committees too:

1. Board Credit Committee 2. Board Technology Committee 3. Board Investment Committee 4. Board Related Party Transactions Review Committee #_q>_‡>#Z!-

3 (6) (ii) The following rules shall apply in Refer Sections of Composition, Charter, Meetings and the Methodology of the relation to the Audit Committee: Z<-#_qq_‡?

(a) Chairman of the Audit Complied with. Committee shall be an Independent Chairman of the Committee Mr. S. Swarnajothi is an Independent Non-Executive Non-Executive Director with relevant Director. He is a Fellow of The Institute of Chartered Accountants of Sri Lanka experience; -<! -<<ƒ holds a B.Sc. Degree in Management from the University of Sri Jayewardenepura and a M.Sc. in Project Management from the University of Moratuwa.

ƒ<$!|"^??q< 2010. He currently functions as a member of the Tax Appeals Commission.

(b) Composition of the Audit Complied with. Committee; The Committee comprises of two other Independent Non-Executive Directors. #<-#_qq_‡? Annual Report 2014 Commercial Bank of Ceylon PLC 161 STEWARDSHIP

Corporate Governance

Relevant Section Rule Degree of Compliance

(c) Make recommendations on the Complied with. appointment of the External Auditor, Prior to the appointment of External Auditors for audit services, necessary action implementation of the Central is taken to ensure compliance with applicable legal and statutory requirements. Bank Guidelines, application of the relevant accounting standards The evaluation is carried out by the Board Audit Committee in consultation with and service period, audit fee and -Y any resignation or dismissal of the Auditor;

(d) Review and monitor the External Complied with. Auditor’s independence and The Board has adopted a policy of rotation of Auditors, once in every 5 years, in objectivity and the effectiveness of keeping with the principles of good Corporate Governance. the audit processes;

(e) Develop and implement a Complied with. policy on the engagement of an Following action is taken prior to the assignment of non-audit services to External External Auditor to provide non-audit Auditors by the Bank: services. Ensure that the provision by an External Auditor of non- (a) If the management is of the view that the independence is likely to be audit services does not impair the impaired with the assignment of any non-audit services to External Auditors, no External Auditor’s independence assignment will be made to obtain such services. or objectivity; (b) Further, relevant information is obtained from External Auditors to ensure that their independence is not impaired, as a result of providing any non-audit services. (c) Assigning such non-audit services to External Auditors is discussed at Board Audit Committee meeting/s and required approval is obtained to that effect.

(f) Discuss with External Auditor Complied with. nature and scope of auditor; The Auditors make a presentation at the Board Audit Committee meeting with details of the proposed Audit Plan and the Scope, which includes the external audit scope, review of Directors’ Statement of Internal Control and agreed upon procedures on Corporate Governance Code. Members of the Board Audit - if deemed necessary.

(g) Review of Financial Information Complied with. of the Bank; Quarterly Financial Statements as well as year end Financial Statements are circulated to all members of the Board Audit Committee. A detailed discussion takes place at the Board Audit Committee meeting regarding such Financial Statements. Once the members of the Board <-J aspects included in the Financial Statements, such Financial Statements are recommended for approval by the Board of Directors.

(h) Discuss issues, problems Complied with. and reservations arising from the External Auditor discussed the audit progress, issues noted during interim and =X year-end audits with the Board Audit Committee. Auditors; The Committee met the External Auditors twice during the year without the presence of the Executive Directors and Corporate Management. STEWARDSHIP 162 Commercial Bank of Ceylon PLC Annual Report 2014

Corporate Governance

Relevant Section Rule Degree of Compliance

(i) Review the External Auditor’s Complied with. Management Letter and Upon receipt of the interim Management Letter and year-end Management management’s response thereto; Letters, Auditors are invited to make a presentation at a Board Audit Committee Thereafter, the Board Audit Committee decides on remedial action to be taken "ƒ+ instructed to take such action.

(j) Review the adequacy of the Complied with. scope, functions and resources of The Annual Audit Plan prepared by the Internal Audit Department is submitted the Internal Audit Department; to the Board Audit Committee for approval. This plan covers the scope and resource requirement relating to the Audit Plan. :< Department to carry out the audit function. Prior approval of the Board Audit Committee has been obtained in this regard. Internal Audit Department reports directly to the Assistant General Manager - Management Audit who will be reporting directly to the Board Audit Committee. ƒ:"" and due professional care.

%&-` Complied with. of internal investigations and !"<+ management’s responses thereto; along with the responses of the management are tabled and discussed at Board Audit Committee meetings.

%&:-Y Complied with. Chief Internal Auditor and External The immediate requirement of two meetings between the Board Audit Auditors may attend meetings. Board Committee and External Auditors has been met. In addition, the Non-Executive Members and the Chief Executive Directors have been provided with an opportunity of discussing matters relating Y to audit on a private basis. invitation. Committee to meet with the External Auditors without the Executive Directors being present

(m) Terms of reference of the Complied with. Committee; #wZ<-#U_qq_‡?

(n) Regular Committee meetings Complied with. #wZ<-#U_qq_‡?

(o) The Board shall disclose Complied with. details of the activities, Number #wZ<-#U_qq_‡? of Committee meetings held and details of attendance to Committee meetings; Annual Report 2014 Commercial Bank of Ceylon PLC 163 STEWARDSHIP

Corporate Governance

Relevant Section Rule Degree of Compliance

(p) Secretary of the Committee; Complied with. The Secretary of the Committee records and maintains all minutes of the meetings.

(q) Review arrangements by which Complied with. employees of the Bank may, in The Bank has a Whistleblowing Policy which has been reviewed and approved by the Board Audit Committee and the Board of Directors. Board’s responsibility towards encouraging communication on any non-compliance and unethical reporting, internal control or practices were addressed in the Board Charter. other matters; A process is in place and proper arrangements are in effect to conduct fair and independent investigation and appropriate follow up action regarding any concerns raised by the employees of the Bank, in relation to possible

3 (6) (iii) Human Resources and Mr. K.G.D.D. Dheerasinghe, Chairman of the Bank is the Chairman of the Human Remuneration Committee: Resources and Remuneration Committee and has two other Independent, Non-Executive Directors as its members. Refer Sections of Composition, Charter, Meetings and the Methodology of the wZƒ##-#U_q> _q'

The Committee shall determine the Complied with. remuneration policy, set goals and The Bank has a formal process for annual performance evaluation for the CEO targets to evaluate performance and Key Management Personnel. The performance evaluations for a particular relating to the performance of year are formally approved before April in the subsequent year. +-=XY (CEO) and Key Management The Committee met seven times during the year. Personnel of the Bank; Refer ‘Board Human Resources and Remuneration Committee Report’ on _q>_q'

3 (6) (iv) The Board Nomination Committee shall attend to the following: Implement a procedure to select/ Complied with. appoint new Directors, CEO and Key Management Personnel. The Board Nomination Committee is chaired by the Chairman of the Bank and Recommend (or not recommend) the Committee comprises of two other Independent Non-Executive Directors. the re-election of current Directors Refer Sections of Composition, Charter, Meetings and the Methodology of the and set the criteria for eligibility to wZ-#U_q† be considered for appointment or promotion to the post of CEO and the key management positions;

Ensure that Directors, CEO and Key Complied with. * :Z-+ Q + The Board Human Resources and Remuneration Sub-Committee ensures W"* + STEWARDSHIP 164 Commercial Bank of Ceylon PLC Annual Report 2014

Corporate Governance

Relevant Section Rule Degree of Compliance

Consider and recommend For Directors - Complied with. additional/new expertise and the For Key Management Personnel - This activity is handled by the Board Human succession arrangements for retiring Resources and Remuneration Committee. The Bank has complied with the Directors and Key Management above requirement. Personnel;

Committee shall be chaired by an Committee was chaired by an Independent Director. Independent Director. The CEO may CEO was present at meetings by invitation. be present at meetings by invitation;

3 (6) (v) The following rules shall apply Refer Sections of Composition, Charter, Meetings and the Methodology of the in relation to the Integrated Risk wZ#-#U_q„_qN Management Committee:

The Committee to consist of at Complied with. least three Non-Executive Directors, Members of the Board Integrated Risk Management Committee (BIRMC) are -=XYW" given below: Management Personnel supervising broad risk categories; Mr. M.P. Jayawardena - Chairman Prof. U.P. Liyanage Mr. L. Hulugalle Mr. S. Swarnajothi Mr. K.M.M. Siriwardana Mr. J. Durairatnam Mr. S.K.K. Hettihamu

Assess all risks of the Bank, review Complied with. adequacy and effectiveness of all The Committee minutes evidence that all risk indicators such as key operational management level committees; "*< default ratios, high risk sector advances/NPA segmentation by industry and risk grading, cross border and counterparty risk exposures have been reviewed on a monthly basis. Further, adequacy and effectiveness of all management level risk-related committees such as Executive Integrated Risk Management Committee, ALCO, Credit Policy Committee and Executive Committee on Monitoring NPAs are reviewed by the BIRMC annually.

Take prompt corrective action to Complied with. Actual exposure levels under each risk category are monitored against the in the case such risks are at levels w#*+UZ beyond the prudent levels decided is circulated among members of the BIRMC on a monthly basis and discussed in by the Committee on the basis of detail at quarterly meetings. the Bank’s policies and regulatory and supervisory requirements; Recommendations/suggestions are also discussed if any risk indicator exceeds implementation of the recommendations are being monitored closely. Annual Report 2014 Commercial Bank of Ceylon PLC 165 STEWARDSHIP

Corporate Governance

Relevant Section Rule Degree of Compliance

Meet at least quarterly to assess Complied with. all aspects of risk management The Committee meets quarterly to review risks associated with various business including updated business segments and takes appropriate decisions in managing risks across all the continuity plans; business units of the Bank. The BIRMC reviews risk management policies and procedures of the Bank including Business Continuity Plans and make appropriate recommendations to the Board of Directors. Further, BIRMC assess Key Risk Indicators relating to Credit, Market and Operational Risks on a monthly basis with a view to identify adverse trends in advance and take appropriate action to avoid the same. During the year Committee met 04 times.

Take appropriate actions against Committee refers such matters, if any, to the Human Resources Department for necessary action. "Q

Submit a Risk Assessment Report Complied with. within a week of each meeting to the Board;

Establish a compliance function Complied with. to assess the Bank’s compliance Compliance function is in place to assess the Bank’s compliance with external with laws, regulations, regulatory :-Y*< guidelines, internal controls and --"ZY!" approved policies on all areas of Requirements on quarterly basis to the Board Audit Committee and the Board business operations. A dedicated #-<" -Y in detail at the Committee meetings and instructions are issued to respective Key Management Personnel shall departments for remedial action. carry out the compliance function and report to the Committee periodically;

3 (7) - Related Party Transactions

3 (7) (i) and (ii) The Board shall take the necessary All members of the Board are required to make declaration of the positions " held with related parties at the time of appointment and thereafter this is further interest that may arise from any reviewed annually. This information is provided to the Finance Division enabling transaction of the Bank with them to capture relevant transactions. any person; In the event of any change (during the year) the Directors are required to make a further declaration to the Company Secretary. The Bank is taking initiatives to further strengthen the monitoring mechanism. Directors refrain from participating at relevant sessions in which lending to related " :"W†'>†q +U" transactions as per LKAS 24 are reported separately in the Annual Report, outside the Financial Statements. A Board approved process is in place to ensure compliance with the requirement. As an effort to further strengthen the monitoring mechanism of related party transactions Board has formed the Related Party Transactions Review Sub-Committee during the year 2014. The declarations made by the Directors at Board meeting are provided to the Secretary of the Related Party Transactions Review Committee to monitor and capture required information. STEWARDSHIP 166 Commercial Bank of Ceylon PLC Annual Report 2014

Corporate Governance

Relevant Section Rule Degree of Compliance

3 (7) (iii) The Board shall ensure that Board approved process is in place to ensure compliance with the requirements. transactions carried out with related In order to further strengthen the process, the Board Related Party Transactions +>%†& Review Committee (BRPTRC) was formed towards the end of 2014 on a (i) of the code are of arm’s length voluntary basis which comprise of the following members: basis; Mr. K.G.D.D. Dheerasinghe (Chairman) Mr. S. Swarnajothi Mr. J. Durairatnam Mr. S. Renganathan

3 (7) (iv) Accommodation by the Bank to All accommodations to Directors and/or their close relatives are approved either a Director or a close relation of at a Board meeting or through circulation of Board Papers. All accommodations a Director, has to be sanctioned to Directors and/or their close relatives are secured by security which is by not less than two-thirds of the prescribed by the Monetary Board. Board voting in favour other than the Director concerned;

3 (7) (v) Appointment of Director subsequent No such situation has arisen during the year. to approval of facilities to him/her;

3 (7) (vi) and Accommodation to employees, <+"" (vii) close relations or any concern in w!Z!UZ which the employee or close relation has a substantial interest;

3 (8) - Disclosures

>%q&%& Financial reporting, statutory and Complied with. regulatory reporting; Annual Audited Financial Statements and Interim Financial Statements of the Bank were prepared and published during 2014 in the newspapers (in Sinhala, Tamil and English) in accordance with the formats prescribed by the Supervisory and Regulatory Authorities and applicable accounting standards.

>%q&%& The Board shall ensure that the following minimum disclosures are made in the Annual Report:

%&< Complied with. the Annual Audited Financial Disclosures on the compliance with the applicable accounting standards Statements has been prepared and regulatory requirements in preparation of the Annual Audited Financial in accordance with accounting Statements have been made in the ‘Statement of Directors’ Responsibility’, standards and regulatory w+U-YU!#"U requirements; Refer page 211.

(b) A Report by the Board Complied with. ZU Report by the Board on the effectiveness of the Bank’s internal control control mechanism leading to " " reasonable assurance on the w+U!-U^?q^?‡ " the preparation of Financial Statements for external purposes has been done in the published Financial Statements accordance with relevant accounting principles and regulatory requirements is are prepared in accordance with given on pages 206 and 207 on ‘Statement of Directors’ Responsibility’. accounting principles and In addition, all Directors have signed the ‘Annual Report of Board of Directors’ regulatory requirements; found on pages 194 to 204, wherein all Directors have collectively taken the responsibility for the above requirement. Annual Report 2014 Commercial Bank of Ceylon PLC 167 STEWARDSHIP

Corporate Governance

Relevant Section Rule Degree of Compliance

(c) The External Auditor’s Complied with. The Bank obtained an assurance report from the External Auditors on the of the internal control mechanism; +>%q&%& (b) above. Refer page 210. (d) Details of Directors, including Complied with. " *+_^‡_>_ transactions with the Bank and the Directors with the Bank are given in the ‘Directors’ Interest in Contracts with the total of fees/remuneration paid by Bank’ on page 212 and the total of fees/remuneration paid to the Directors by the Bank; the Bank is given in Note 20 to the Financial Statements on page 309.

(e) Total net accommodation Complied with. granted to related parties and the Total net accommodations granted to each category of related parties are percentage of such accommodation N?!>†'>†q: to the Bank’s regulatory capital; accommodations granted to each category of related parties as a percentage of the Bank’s regulatory capital are given below: Direct and indirect accommodation to related parties:

Category of Related Party Transactions €#"- 2014 2013

Key Management Personnel & Close Family Members (*) 0.02 0.01 Key Management Personnel & Close Family Members (**) 0.16 0.17 Subsidiaries 1.00 0.03 Associates 0.00 0.00 %ž&<W

(f) The aggregate amount of Complied with. remuneration paid by the Bank, The aggregate values of remuneration paid and transactions with the Bank transactions engaged by the Bank "W"*"W†'>†q Further, in addition to the above, total Deposits and repurchase agreements held and total Direct and Indirect facilities obtained as at December 31, 2014 by the Key Management Personnel (Board and selected members of Corporate Management) amounted to Rs. 142.1 Mn. and Rs. 113.9 Mn. respectively.

(g) The External Auditor’s Complied with. -Q :"=X< of compliance with the requirements of these Directions. :Z"" inconsistencies to those reported above.

(h) A report on compliance and Complied with. measures taken to rectify any Refer ‘Statement of Directors’ Responsibility’ on pages 206 and 207 for details of material non-compliance; the compliance with prudential requirements, regulations, laws and internal controls.

(i) A statement on the regulatory/ Not Applicable. supervisory concerns on lapses in :"ZU the Bank’s risk management, or management or non-compliance with this Direction that have been pointed out non-compliance. by the Director of Bank Supervision of Central Bank of Sri Lanka and requested by the Monetary Board to be disclosed to the public.

3 (9) - Transitional and Other General The Bank has complied with this requirement. Provisions STEWARDSHIP 168 Commercial Bank of Ceylon PLC Annual Report 2014

Corporate Governance

Bank’s adherence with Code of Best Practice on Corporate Governance issued jointly by The Institute of Chartered Accountants of Sri Lanka and the Securities and Exchange Commission of Sri Lanka (‘Code’). ‘The purpose of Corporate Governance is to facilitate effective, entrepreneurial and prudent management that can deliver long-term success of the company’ (UK Combined Code 2010). Hence, a good Corporate Governance Code needs to address the needs of both the Company (the Bank) and its shareholders. In this regard, it is pertinent to mention that the ‘Code of Best Practice on Corporate Governance’ issued jointly by The Institute of Chartered Accountants of Sri Lanka (ICASL) and the Securities and Exchange Commission of Sri Lanka (SEC) J":ZJ made to the said Code in September 2013.

We have categorised extent of adherence by the Bank to the requirements of the six fundamental principles laid down in the aforesaid Code, into two sections, purely for the convenience of our stakeholders. Hence, Section 1 and Section 2 and the governance structures in place are tabulated below: Section 1 of the Code deals with the Company (the Bank) and it mainly covers the governance aspects in regard to Company Directors, their "%#_Nq_†‡&

Section 2 of the Code deals with the Shareholders and discusses how a good corporate citizen discharges its responsibilities towards both %#_†‡_q?&

Section 1: The Company (The Bank)

Corporate Governance Principle Reference Degree of Compliance to Code

A. Directors A.1 The Board The Bank is headed by an effective Board of Directors with local and international experience (professionals/business leaders) drawn from different backgrounds inter alia banking, accounting, management, marketing and human resources. Their leadership skills, direction provided and controls put in place ensure the achievement of the objectives of the Bank set out in the Corporate Plan and the Budget, "X%!"+_^‡_>_&

Board Meetings A.1.1 Complied with. +"Z_q-Z*ZU " Board meeting. Refer response to requirement 3 (1) (iii) and (iv) of the Banking Act Direction No. 11 of 2007 on page 156 for details. Refer ‘Number of Meetings Held and Attendance’ on page 153.

Role of the Board A.1.2 Complied with. Refer response to requirement 3 (1) (ii) of the Banking Act Direction No. 11 of 2007 on page 156 for details.

#w+U!-U^?q^?‡ details on compliance on above aspects.

Compliance with Laws A.1.3 Complied with. and seeking Independent The Board collectively and Directors individually complied with the laws of the country as Professional Advice applicable to the Bank. Refer response to requirement 3 (1) (xi) of the Banking Act Direction No. 11 of 2007 on page 156 for further details. #_q>_‡>#Z!- Annual Report 2014 Commercial Bank of Ceylon PLC 169 STEWARDSHIP

Corporate Governance

Corporate Governance Principle Reference Degree of Compliance to Code

Access to advice and services A.1.4 Complied with. of the Company Secretary Refer response to requirement 3 (1) (vii) to (ix) of the Banking Act Direction No. 11 of 2007 on page 156 for details on advice and services of Company Secretary. The removal of the Company Secretary is a matter to be considered by the Board as a whole.

Independent Judgment of A.1.5 Complied with. Directors All Directors exercise independent judgment in decisions made by the Board on issues of strategy, performance, resource allocation and the conduct of business.

Dedicating Adequate Time A.1.6 Complied with. and Effort by the Directors <+ZJ+ of the Bank (both before and after the Board meetings), to ensure that the duties and responsibilities owed to the Bank are satisfactorily discharged. In addition, Directors will function as members of one or more Sub-Committees of the Board (details of which are found on page 153) and ensure that they allocate adequate time for the Z!- Refer ‘Number of Meetings Held and Attendance’ on page 153.

Training for New and Existing A.1.7 Complied with. Directors Both new and existing Directors of the Bank are provided with guidelines on general "+ recognised the need for continuous training, expansion of knowledge and to take part in such professional development as and when they consider necessary which would assist them to carry out their duties as Directors. The training and development needs of Directors are reviewed periodically for this purpose.

A.2 Chairman and Chief Executive Officer (CEO) There is a clear division of responsibilities between conducting the business of the Board and day-to-day operations of the Bank, in order to ensure a balance of power and authority. The Chairman is responsible for leading the Board and for its effectiveness. The CEO’s role is primarily to conduct the business operations of the Bank with the help of the Corporate Management. Hence, the roles of the Chairman and CEO are clearly distinct from one another. The Chairman is also the ultimate point of contact for shareholders, particularly on matters related to Corporate Governance.

Separation of the Roles of A.2.1 Complied with. Chairman and MD/CEO Refer response to requirement 3 (5) (i) of the Banking Act Direction No. 11 of 2007 on page 159 for details.

A.3 Chairman’s Role Chairman is responsible for providing leadership and effectively managing the Board while preserving the order and facilitating effective discharge of Board functions. The Chairman also takes timely action to preserve good Corporate Governance by the Board.

Role of the Chairman A.3.1 Complied with. Refer response to requirement 3 (5) (i) to 3 (5) (x) of the Banking Act Direction No. 11 of 2007 on pages 159 and 160 for details. STEWARDSHIP 170 Commercial Bank of Ceylon PLC Annual Report 2014

Corporate Governance

Corporate Governance Principle Reference Degree of Compliance to Code

A.4 Financial Acumen :-JZ :ZZJZ/< JJ

Financial Acumen and A.4 Complied with. Knowledge :ZJ Accounting, Business Finance, Management and Law and experience gained from both private and public enterprises. #_^‡_>_*+

A.5 Board Balance The Code requires that balance is maintained between the Executive and Non-Executive Directors (NEDs) so that no individual or a small group of individual Directors are able to dominate the Board’s Decision-Making.

Presence of a Strong Team A.5.1 Complied with. of NEDs All Directors except CEO and COO are NEDs. Refer response to requirement 3 (2) (iv) of Z<+__^??†_„q

Independence of NEDs A.5.2 & Complied with. A.5.3 All seven NEDs were Independent by the end of 2014 and this is well above the minimum prescribed by this Code, which is two NEDs or NEDs equivalent to one-third of the total number of NEDs, whichever is higher. All seven Directors were independent throughout the year and were independent of management and free of any business or other relationship that could impair their independence.

Annual Declaration of NEDs A.5.4 Complied with. Every NED of the Bank has made written submissions as to their independence against the "ZJ!| the Code.

Annual determination by the A.5.5 Complied with. Board on the Independence The Board has determined the independence of Directors based on the declarations of NEDs submitted by the NEDs, as to their independence, as a fair representation and will continue to evaluate their independence on this basis annually. No circumstances have arisen for the determination of independence by the Board, beyond the criteria set out in the Code. Independent Non-Executive Directors during the year under review were – Mr. D.S. Weerakkody - J|"^q^?_' Mr. K.G.D.D. Dheerasinghe Mr. M.P. Jayawardena Prof. U.P. Liyanage Mr. L. Hulugalle Mr. S. Swarnajothi Mr. H.J. Wilson Mr. K.M.M. Siriwardana

Appointment of an Alternate A.5.6 No such situation arose during the year under review. Director Annual Report 2014 Commercial Bank of Ceylon PLC 171 STEWARDSHIP

Corporate Governance

Corporate Governance Principle Reference Degree of Compliance to Code

Requirement to appoint A.5.7 & There is no requirement to appoint a ‘Senior Non-Executive Director’ as the positions of the a ‘Senior Non-Executive <„q Chairman and the CEO are separated and the Chairman is an Independent Director. Director’ and making himself discussions

Conducting meetings with A.5.9 Complied with. NEDs only Chairman meets with the NEDs without the presence of Executive Directors, whenever necessary.

Recording in Board minutes A.5.10 Concerns of the Directors which cannot be unanimously resolved by the Directors if any, are of concerns which cannot be recorded in the minutes of Board meetings with adequate details by the Company Secretary. unanimously resolved This would be approved by the Chairman and the other members of the Board. However, there were no such issues during the year.

A.6 Supply of Information :-JZU"Z which would enable them to discharge their duties.

Obligation of the management A.6.1 Complied with. to provide appropriate and The Bank ensures that the Directors receive adequate information in a timely manner. On timely information to the Board urgent matters, every effort is made to provide information as early as possible. The Board Papers are prepared by the Heads of the respective banking departments and other divisions to provide adequate information to the Board enabling it to deliberate on all key issues concerning the Bank. Further, Directors are free to raise inquiries for additional information, whenever necessary. In addition, members of the Corporate Management make presentations on issues of importance. The Chairman ensures that all Directors are briefed adequately on issues arising at Board meetings.

Adequate Notice for Board A.6.2 Complied with. Meetings Refer response to requirement 3 (1) (v) of the Banking Act Direction No. 11 of 2007 on page 156 for details.

A.7 Appointments to the Board The Code requires having a formal and transparent procedure in place for the appointment of new Directors to the Board.

Presence of a Nomination A.7.1 & Complied with. Committee and annual A.7.2 New appointments to the Board and Re-Elections of Directors are considered and assessment of composition of "- the Board decisions are made by the Board in a formal and transparent manner. Further, this Committee annually assesses the composition of the Board to ensure that the combined knowledge and experience of the Board matches the strategic demands faced by the Bank. Mr. D.S. Weerakkody served as the Chairman of the Nomination Committee up to |"^q^?_':W$+++- the Committee. #_q†wZ-#U the composition of members of this Committee. STEWARDSHIP 172 Commercial Bank of Ceylon PLC Annual Report 2014

Corporate Governance

Corporate Governance Principle Reference Degree of Compliance to Code

Disclosure of required details A.7.3 Complied with. to Shareholders on new When new Directors are appointed, a brief resumé of each such Director, including the appointments to the Board nature of his or her expertise, the names of other companies in which the Director holds directorships, etc., are informed to the Central Bank of Sri Lanka (CBSL) and the Colombo Stock Exchange (CSE), in addition to disclosing this information subsequently in the Annual Report. Further, the required information is published in a few selected newspapers for the information of interested parties. Any changes in the details provided by the Directors are disseminated to the CSE without delay.

A.8 Re-election The Code requires all Directors to submit themselves for re-election, on regular intervals and at least once in every three years.

Re-election of Non-Executive <q_œ Complied with. Directors including Chairman <q^ Directors to retire at the Annual General Meeting (AGM): and Directors 1. (i) Directors to Retire by Rotation - <q„<<^+J" <$<qN+" AGM shall be those who, (being subject to retirement by rotation) have been longest in

%&:+%`"&@ - Mr. L. Hulugalle at the AGM held in March 2012

- Mr. K.G.D.D. Dheerasinghe and Prof. U.P. Liyanage at the AGM held in March 2013.

(iii) Accordingly, two Directors, out of the above three Directors are required to retire by rotation at the next AGM.

%&<qN# Directors on the same day, the Directors to retire shall (unless they otherwise agree among themselves) be determined by lot. Under the circumstances, Mr. L. Hulugalle and Prof. U.P. Liyanage offered themselves for re-election by rotation at the next AGM. The Board recommended the re-election of Mr. L. Hulugalle and Prof. U.P. Liyanage after <+" other related issues, including the contribution made by them. ^:+"@ (i) Mr. H.J. Wilson (ii) Mr. S. Renganathan (iii) Mr. K.M.M. Siriwardana Refer brief resumés of the aforementioned Directors on pages 129 and 131.

A.9 Appraisal of Board Performance The Code requires the Board to appraise its own performance periodically to ensure that its responsibilities are satisfactorily discharged.

Annual appraisal of the A.9.1 & Complied with. Board’s performance and A.9.2 The performance of the Board is evaluated by the Nomination Committee and Board. A self- the performance of its Sub- assessment was carried out by the Directors at the end of the year and the appraisal forms Committees -Z Z"" Annual Report 2014 Commercial Bank of Ceylon PLC 173 STEWARDSHIP

Corporate Governance

Corporate Governance Principle Reference Degree of Compliance to Code

Disclosure of Criteria used for A.9.3 Complied with. the Performance Evaluation #w#Zƒ##-U_q> _q'Z

A.10 Disclosure of Information in respect of Directors The Code requires that details of the Directors be disclosed in the Annual Report for information of the Shareholders.

Disclosure of information on A.10.1 Complied with. Directors in the Annual Report The following details pertaining to each Director are disclosed as follows:

%&ZXX_^‡_>_ (b) Other business interests - page 212. (c) Remuneration - Note 20 on page 309. %&!__q^ Details of Board meetings and Board Committee meetings held during the year are indicated on page 153.

A.11 Appraisal of Chief Executive Officer (CEO) The Code requires the Board to assess the performance of the CEO at least annually to ascertain degree to which the CEO meets the pre-set Financial and Non-Financial targets.

Setting annual targets and A.11.1 & Complied with. the appraisal of performance A.11.2 The Bank has a formal process for annual performance evaluation of the CEO. At the of the CEO "Z"Zƒ# Remuneration Committee discusses with the CEO and establish criteria to evaluate and assess the performance of the CEO. Assessment of performance of the CEO is carried out by the Board at the end of each year to ensure that pre-agreed targets have been achieved or if not whether there are acceptable reasons for not achieving them. The performance evaluation for particular year is formally approved before April in the subsequent year.

B Directors’ Remuneration B.1 Remuneration Procedure The Code requires that the Bank should establish a formal and transparent procedure in place for developing an effective remuneration policy for both Executive and Non-Executive Directors where no Director is involved in deciding his/her own remuneration to avoid

Establishment of a B.1.1 Complied with. Remuneration Committee Refer response to requirement 3 (6) (iii) of the Banking Act Direction No. 11 of 2007 on page 163 for details. Refer ‘Board Human Resources and Remuneration Committee Report’ for the Terms of #_q>_q'

Composition of the B.1.2 & Complied with. Committee B.1.3 As prescribed in this Code, all members of the Board Human Resources and Remuneration Committee are Non-Executive Directors. Chairman of the Committee is appointed by the Z:-=Y"#_q>_q'wZ Human Resources and Remuneration Committee Report’ for details of the Chairman and the Members of the Board Human Resources and Remuneration Committee. STEWARDSHIP 174 Commercial Bank of Ceylon PLC Annual Report 2014

Corporate Governance

Corporate Governance Principle Reference Degree of Compliance to Code

Determination of the B.1.4 Complied with. Remuneration of Non- Refer response to requirement 3 (6) (iii) of the Banking Act Direction No. 11 of 2007 on Executive Directors page 163 for details.

Ability to consult the B.1.5 Complied with. Chairman and/or CEO and to Each Committee has the authority to seek internal and external independent professional seek professional advice by advice on remuneration of other Executive Directors and also on matters falling within its the Committee purview at the Bank’s expense. Views of Chairmen of each Committee are obtained, in addition to the views of the CEO.

B.2 Level and make-up of Remuneration The Bank ensures that the remuneration of Executive and Non-Executive Directors is at a satisfactory level to attract and retain the services of Directors. The proportion of remuneration of Executive Directors is linked to corporate and individual performance.

Remuneration packages of B.2.1 Complied with. Executive Directors The Board Human Resources and Remuneration Committee and the Main Board ensures =X+"+-YY who are on the Board are provided with a suitable remuneration package.

Competitiveness of levels of B.2.2 Complied with. Remuneration The Board Human Resources and Remuneration Committee reviews information relating to executive pay from time to time to ensure same is on par with the market/industry rates as well as is aligned to the strategic objectives of the Bank.

Comparison of Remuneration B.2.3 Complied with. with other Companies in the The Bank looks at market rates for the key positions in the Bank every three years by carrying Group out a market survey. The information of which is used for the annual revisions.

Designing the Performance B.2.4 Complied with. based Remuneration of Objectives for two Executive Directors are set at the beginning of the year to align their Executive Directors interest with those of the Bank and the remuneration including the performance bonus is decided based upon the degree of achievement of such pre-set targets.

Executive Share Options B.2.5 Complied with. Share options were offered to Executive Directors and Corporate/Senior Members of the management. The details of which are given in Notes 50.2 of the Financial Statements on page 362.

Designing the Performance- B.2.6 Complied with. Related Remuneration of For details refer ‘Board Human Resources and Remuneration Committee Report’ on Executive Directors _q>_q'

Early Termination of Executive B.2.7 & Not applicable. Directors Z^q :=X+%+z-=Y-YY&" their contracts of service/employment. Annual Report 2014 Commercial Bank of Ceylon PLC 175 STEWARDSHIP

Corporate Governance

Corporate Governance Principle Reference Degree of Compliance to Code

Levels of Remuneration of B.2.9 Complied with. Non-Executive Directors Non-Executive Directors of the Bank are paid a fee commensurate with their time and role in the Bank. They are not entitled to receive shares under the existing Employee Share Option Schemes of the Bank.

B.3 Disclosure of Remuneration The Code requires the Bank to disclose in its Annual Report the details of the remuneration of the Board and the Remuneration Policy.

Disclosure of Remuneration B.3.1 Complied with. #wZƒ##-#U_q> _q'#- Remuneration Policy of the Bank. Also refer Note 20 to the Financial Statements on page 309 for the aggregate remuneration paid to Executive and Non-Executive Directors.

C Relations with Shareholders C.1 Constructive use of Annual General Meeting (AGM) and Conduct of General Meetings The Code requires the Board to use the AGM which is a major event in the Bank’s calendar to communicate with shareholders and encourage their active participation. In this regard, all shareholders of the Bank receive the Notice of Meeting within the statutory due dates.

Use of Proxy Votes C.1.1 Complied with. The Bank has in place an effective mechanism to count all proxy votes to indicate to the Chairman the level of proxies lodged on each resolution and the number of votes for and against such resolution.

Separate Resolutions for C.1.2 Complied with. substantially separate issues Separate resolutions are proposed for all substantially separate issues to provide and adoption of Annual "": Report and Accounts mechanism promotes better stewardship while assuring the transparency in all activities of the Bank. Further, adoption of the Annual Report of the Board of Directors on the Affairs of the Company, Statement of Compliance and the Financial Statements together with the Report of the Auditors thereon are considered as a separate resolution.

Availability of Chairmen of C.1.3 Complied with. Board Committees The Chairman of the Bank ensures that Chairmen of all Board appointed Sub-Committees namely, Audit, Human Resources and Remuneration, Nomination, Integrated Risk Management, Related Party Transactions Review, Credit, Investment and Technology are present at the AGM to answer the questions under their purview.

Adequate Notice of AGM to C.1.4 & Complied with. Shareholders together with C.1.5 A Form of Proxy and a copy of the Annual Report are dispatched to each shareholder of the the summary of the procedure Bank together with the Notice of Meeting detailing the summary of procedure as per legal requirements giving 15 working days notice as per the Companies Act to shareholders, together with a summary of the procedures governing voting at General Meetings. This provides opportunity to all shareholders to attend the AGM irrespective of their voting status STEWARDSHIP 176 Commercial Bank of Ceylon PLC Annual Report 2014

Corporate Governance

Corporate Governance Principle Reference Degree of Compliance to Code

C.2 Communication with Shareholders The Board should Implement Effective Communication with Shareholders

A channel to disseminate C.2.1 Complied with. timely communication to the The primary modes of communication with shareholders are the Annual Report and AGM. shareholders #†„†qw!=U!"# complete list of the communication channels available at the Bank to disseminate timely communication to shareholders.

Disclosure of the Policy C.2.2 & Complied with. and Methodology of C.2.3 Bank’s Communication Policy which is available in the Intranet discloses the Policy and communication and Methodology of Communication and Implementation. Implementation

Disclosure of the contact C.2.4 Complied with. person of communication -Z Communication Policy of the Bank via the Company Secretary.

Process to make Directors C.2.5 Complied with. aware of the issues and All major issues and concerns of shareholders are recorded and referred to the Board of concerns of Shareholders and Directors with the views of the management. disclosing same

Person of contact for C.2.6 Complied with. shareholder matters Persons to contact in relation to shareholders is the Company Secretary and in the absence of her, the Managing Director.

Disclosure process for C.2.7 Complied with. responding to shareholder +-*" matters of the Bank.

C.3 Major and Material Transactions The Code requires the Directors to disclose to shareholders all proposed material transactions which would materially alter the net asset position of the Bank and Group, if entered into.

Disclosures on proposed C.3.1 There were no major transactions involving acquisition or disposal of greater than half Major Transactions of the net value of the Bank or its subsidiaries entered into by the Bank during the year. Transactions which materially affect the net assets base of the Bank are/will be disclosed in the Quarterly/Annual Financial Statements, if any.

D Accountability and Audit D.1 Financial Reporting :-JZ+ZU performance and prospects. Annual Report 2014 Commercial Bank of Ceylon PLC 177 STEWARDSHIP

Corporate Governance

Corporate Governance Principle Reference Degree of Compliance to Code

Board’s responsibility for D.1.1 Complied with. Statutory and Regulatory The Board is well aware of its responsibility to present regulatory and statutory reporting in a Reporting balanced and understandable manner and a statement to this effect is given on pages 206 ^?† The Bank has strictly complied with the requirements of the Companies Act No. 07 of 2007, Z<>?_‡qq Annual Financial Statements, which are prepared and presented in conformity with Sri Lanka Accounting Standards. In addition, the Bank has also complied with the reporting requirements prescribed by the regulatory authorities such as CBSL, SEC, CSE.

Declarations by Directors in D.1.2 Complied with. the Directors’ Report The Directors have made all required declarations in the ‘Annual Report of the Board of Directors’. Refer the ‘Annual Report of the Board of Directors’ on pages 194 to 204 for the required declarations.

Statements by Directors and D.1.3 Complied with. Auditors on Responsibility for The ‘Statement of Directors’ Responsibility’ is given on pages 206 and 207. Financial Reporting Refer ‘Independent Auditors’ Report’ on page 266 for the reporting responsibility of Auditors.

Management Discussion and D.1.4 Complied with. Analysis #w+<"U_„Nq

Declaration by Board on D.1.5 Complied with. the Going Concern of the Refer item 25 of the ‘Annual Report of the Board of Directors’ on page 203 and the Business ‘Statement of Directors’ Responsibility’ on pages 206 and 207 for the required declarations.

Requirement to summon an D.1.6 Likelihood of such occurrence is remote. However, should the situation arise, an EGM will be Extraordinary General Meeting (EGM) to notify serious loss in Net Assets (capital)

Disclosure of Related Party D 1.7 Complied with. Transactions adequately and Refer response to requirement 3 (7) (i) of the Banking Act Direction No. 11 of 2007 on accurately page 165 for details.

D.2 Internal Control The Code requires the Bank’s Board to ensure a process of effective risk management and a sound system of internal controls, which safeguards the shareholders’ investments and Bank’s assets. Broadly, risk management and internal control is a process, affected by a Company’s Board of Directors and management, designed to provide reasonable assurance regarding the achievement of Company’s objectives.

Directors to conduct an D.2.1 Complied with. annual review of the Risks :Z=X<U- faced by the Bank and the effectiveness of Internal Controls STEWARDSHIP 178 Commercial Bank of Ceylon PLC Annual Report 2014

Corporate Governance

Corporate Governance Principle Reference Degree of Compliance to Code

Need for an Internal Audit D.2.2 This is not applicable as the Bank already has its own in-house Internal Audit Department, function for Companies with which is responsible for internal audit function. no such function

Audit Committee to carryout D 2.3 Complied with. reviews of the process The Board Audit Committee of the Bank reviews internal control issues and risk management and effectiveness of risk "<+J" management and Internal effectiveness of the risk management and internal control systems. Controls and document to the Board The minutes of the Board Audit Committee meetings are tabled at the meetings of the Board of Directors of the Bank on a periodic basis. #^?q^?‡w+U!-U

D.3 Audit Committee :-JZ" reporting and internal control principles and maintaining an appropriate relationship with the Bank’s External Auditor.

Composition of the D.3.1 Complied with. Committee All members of the Board Audit Committee, including the Chairman are Non-Executive Directors and two of the members are Independent Directors. Details of the members, invitees and the Secretary of the Committee are found on _qq_‡?wZ<-#Uw- the Committee’.

Duties of the Committee D.3.2 Complied with. As stated in the Report of the Board Audit Committee of the Bank, it regularly reviews scope, results and effectiveness of the audit. It also ensures the balance among objectivity, independence and value for money of the services provided by the Bank’s Auditors, with special attention to provision of non-audit services by the Auditors.

Terms of Reference of D.3.3 Complied with. the Committee :#Z<-"- Audit Committee approved by the Board of Directors, which was last revised in 2014. This clearly explains the purpose of the Committee, its duties and responsibilities together with the scope and functions of the Committee. The Committee mainly deals with the matters "" the External Auditors, Internal Audit and Risk Management procedures of the Bank.

Disclosure of Names of the D.3.4 Complied with. Members of the Committee <-_qq on ‘The Composition of the Committee’ and disclosure on the independence of the Auditors _q‡_‡?!w=X<UwZ< Committee Report’.

D.4 Code of Business Conduct and Ethics The Code requires the Bank to adopt an Internal Code of Conduct and Ethics to be adhered to by all Directors and Key Management Personnel and must promptly disclose any waivers of the Code for Directors or others. Annual Report 2014 Commercial Bank of Ceylon PLC 179 STEWARDSHIP

Corporate Governance

Corporate Governance Principle Reference Degree of Compliance to Code

Disclosures on presence of D.4.1 Complied with, for Executive Directors and Key Management Personnel. Code of Business Conduct The Bank has an internally developed Code of Conduct for its employees including Key and Ethics *=X+:- interest, bribery and corruption, entertainment and gifts, accurate accounting and record- " and proper use of the Company’s assets, compliance with laws and regulations and encouraging the reporting of any illegal or unethical behaviour, etc. Details of the Banks' Code of Ethics, including Governing Principles are found on pages 150 and 151.

<!" D.4.2 Complied with. the Chairman Refer the ‘Letter from the Chairman’ on pages 9 to 11 for required details.

D.5 Corporate Governance Disclosures Directors of the Bank disclose annually the Bank’s adherence to the Code of Best Practice on Corporate Governance issued jointly by The Institute of Chartered Accountants of Sri Lanka and the Securities and Exchange Commission of Sri Lanka and the Banking Act Direction No. 11 of 2007 of the Central Bank of Sri Lanka on Corporate Governance for Licensed Commercial Banks in Sri Lanka and subsequent amendments thereto, in the ‘Corporate Governance Report’.

Annual Corporate D.5.1 Complied with. Governance Report in the :#_'^_q^J Annual Report

Section 2: Shareholders

Corporate Governance Principle Reference Degree of Compliance to Code

E Institutional Investors E.1 Shareholder Voting The Code requires the institutional shareholders to make considered use of their votes and encourage to ensure that their voting intentions are translated into practice

Communication with E.1.1 Complied with. Shareholders "Z out dialogues with its shareholders at general meetings. In this regard, the AGM of the Bank plays a critical role. Voting of the shareholders is crucial in carrying a resolution at the AGM. The Chairman, who plays the role of the agent, communicates the views and queries of the shareholders to the Board and the senior management, in order to ensure that the views are properly communicated to the Bank.

E.2 Evaluation of Governance Disclosures The Code requires the Bank to encourage institutional investors to give due weight to all relevant factors drawn to their attention.

Due weight by Institutional E.2.1 Complied with. Investors The Institutional Investors are at liberty to give due weight on matters relating to the Board structure and composition, when they consider resolutions relating to Board structure and composition. STEWARDSHIP 180 Commercial Bank of Ceylon PLC Annual Report 2014

Corporate Governance

Corporate Governance Principle Reference Degree of Compliance to Code

F Other Investors F.1 Investing/Divesting Decisions

Seek Independent Advice F.1.1 Complied with. Individual shareholders are at liberty to carry out adequate analysis or seek independent advice (not at the cost of the Bank) before making investing or divesting decisions.

F.2 Shareholder Voting

Encourage Voting by F.2.1 Complied with. Individual Investors Individual shareholders are encouraged to participate in general meetings of the Bank and exercise their voting rights. The Bank adequately communicates with all shareholders by ensuring that they are informed of this position by dispatching necessary Notices on time.

G Sustainability Reporting G.1 Principles of Sustainability Reporting The Code requires the Bank to adopt the following principles in Sustainability Reporting to ensure the maintenance of policies and procedures to develop a sustainable business environment and to make disclosures on sustainability.

Principle 1 - Reporting of G.1.1 Complied with. Economic Sustainability #†‡q^w!"#UJ

Principle 2 - Reporting on the G.1.2 Complied with. Environment Refer pages 111 and 112 of the ‘Sustainability Report’ for this requirement.

Principle 3 - Reporting on G.1.3 Complied with. Labour Practices Refer pages 90 to 101 of the ‘Sustainability Report’ for this requirement.

Principle 4 - Reporting on G.1.4 Complied with. Society Refer pages 101 to 110 of the ‘Sustainability Report’ for this requirement.

Principle 5 - Reporting on G.1.5 Complied with. Product Responsibility #q'q‡w!"#UJ

Principle 6 - Reporting on G.1.6 Complied with. ! #†„†qw!"#UJ engagement and effective communication

Principle 7 - Sustainable G.1.7 Complied with. reporting to be formalised as The ‘Sustainability Report’ pages 69 to 126 serves this requirement. part of the reporting process and to take place regularly Annual Report 2014 Commercial Bank of Ceylon PLC 181 STEWARDSHIP

Corporate Governance

Sustainability Governance and Compliance The Board of Directors of the Bank manages its economic, social norm with Commercial Bank and is a key aspect of our culture. and environmental impacts by delegating authority and responsibility Being recognised as the most respected entity and an employer of " choice in Sri Lanka from time to time endorses our commitment to stakeholders and by holding relevant divisional heads accountable sustainable existence. for managing them. Moreover, the Board has mandated several committees such as Assets & Liability Committee, Management We take a step further and make an effort to engage with suppliers Committee, Credit Policy Committee, Human Resource Steering who display similar conformity and also ensure our customers who we Committee, Procurement Committee, etc., to effectively manage different aspects with more focus on relevant topics of sustainability. and regulations. These Committees comprise a cross section of members of the corporate management enabling the Committees to make sound The process of managing the Bank’s sustainability impacts is judgements by evaluating associated risks. supported through the laid down policies, procedures and controls. The Board of Directors reviews the performance of key areas such As a responsible corporate citizen we demonstrate an equal as economic performance, compliance, risk management and commitment to conduct our business activities in a manner that audit regularly. The Integrated Risk Management Department, the sustains our license to operate. Operating in conformity with the +-Y national as well as international laws, regulations and treaties is a and report regularly to the Board of Directors on the performance and compliance by the functional heads. STEWARDSHIP 182 Commercial Bank of Ceylon PLC Annual Report 2014

Corporate Governance

GRI-G4 Compliance Indicators

"" Nil laws and regulations

"" Nil

Total number of incidents of non-compliance with regulations and voluntary codes concerning product and service Nil information and labelling.

Total number of incidents of non-compliance with regulations and voluntary codes concerning marketing communication, Nil including advertising, promotions and sponsorships.

Total number of substantiated complaints regarding breaches of customer privacy and losses of customer data Nil

" Nil products and services

Note 1 The following table lists out the composition of the Board, by category of Directors for the year ended December 31, 2014.

Name of the Director Independence/ Non-Independence Status

-+!;"%=X+&J|"^q^?_' Independent Mr. K.G.D.D. Dheerasinghe was appointed as the Chairman w.e.f. July 29, 2014 Independent Executive Directors: Mr. W.M.R.S. Dias retired on July 16, 2014 Mr. J. Durairatnam appointed to the Board on July 17, 2014 Executive and Non-Independent Mr. S. Renganathan appointed to the Board on July 17, 2014 Executive and Non-Independent Other Non-Executive Directors: Mr. M.P. Jayawardena was appointed as the Deputy Chairman on July 29, 2014 Independent Prof. U.P. Liyanage Independent Mr. L. Hulugalle Independent Mr. S. Swarnajothi Independent Mr. H.J. Wilson appointed to the Board on July 03, 2014 Independent W!%ž&Z<^q^?_' Independent

žW!"^>^?_„

Note 2 Disclosure under Section 3 (5) (iii) of the Direction No. 11 of 2007 by the Board of Directors of Commercial Bank of Ceylon PLC.

1. Name of Chairman Mr. K.G.D.D. Dheerasinghe

^-=XY Mr. J. Durairatnam

><"z"z Nil --=XY

'<"z"z Nil Z--=XY Annual Report 2014 Commercial Bank of Ceylon PLC 183 STEWARDSHIP Board Human Resources and Remuneration Committee Report

Composition of the Committee

The Board appointed Human Resources and Remuneration  Evaluate, assess and make recommendations and provide Committee comprises of three Non-Executive Directors. The directions pertaining to the Board of Trustees and the management Managing Director of the Bank will be present on invitation. of the Private Provident Fund of the Bank.

 Make recommendations/decisions/directions pertaining to the Mr. D.S. Weerakkody (Chairman) - until July 28, 2014 statutory payments made by the Bank on behalf of its employees Mr. K.G.D.D. Dheerasinghe (Deputy Chairman and Chairman) - since %=*=::Z& July 29, 2014 " Prof. U.P. Liyanage (Director) employee relationship. Mr. M.P. Jayawardena (Director)  Recommend/decide/give directions on disciplinary matters Mr. W.M.R.S. Dias (Managing Director/CEO) - until July 16, 2014 - Z"W" By invitation Management Personnel of the Bank. Mr. J. Durairatnam (Managing Director/CEO) - from July 17,  2014 - By invitation Formulating formal and transparent procedures for developing policy on remuneration for Executives and Directors.

Z_^‡_>_  Approving annual increments, bonuses, changes in perquisites and incentives. The Managing Director who is responsible for the overall management of the Bank provides information to the Committee and participates in Guiding Principles all deliberations. The Managing Director took part in all deliberations The overall focus of the Committee: except in relation to those matters where the outcome had an impact on him.  Setting guidelines and policies to formulate compensation packages, which are attractive, motivating and capable of retaining Charter of the Committee JX"Z The Committee is vested with power to evaluate, assess, decide -JX and recommend to the Board of Directors on any matter that may and the skills and competencies required, to be considered for affect the Human Resources Management of the Bank and shall appointment or promotion to the post of Managing Director and to " Key Management positions.  Setting guidelines and policies to ensure that the Bank upholds  Determining the compensation of the Chairman, Deputy Chairman, Managing Director and other members of the Board of Directors of and adhere to the provisions of the Laws of the Land particularly the Bank, while ensuring that no Director is involved in setting his Z<>?_‡qq or her own remuneration. the Directions issued by the Monetary Board/Director of Bank Supervision in accordance of the provisions of such Act.  +W"  Management Personnel and establishing performance parameters Providing guidance and policy direction for relevant matters in setting their individual goals and targets. connected to general areas of Human Resources Management of the Bank.  Formulate guidelines, policies and parameters for the compensation  structures for all executive staff of the Bank and oversee the Ensuring that the performance related element of remuneration is implementation thereof. designed and tailored to align employee interests with those of the Bank and its main stakeholders and support sustainable growth.  Review information related to executive pay from time to time to  ensure same is in par with the market/industry rates or as per the ! strategy of the Bank. portion of the remuneration is linked to performance, to promote a pay for performance culture.  Evaluate the performance of the Managing Director and Key  Management Personnel against the pre-agreed targets and goals. Promoting a culture of regular performance reviews to enable staff to obtain feedback from their superiors in furtherance of achieving  Make recommendations to the Board of Directors from time to time their objectives and development goals. of the additional/new expertise required by the Bank.  To develop a robust pipeline of raising talent capable and available  Assess and recommend to the Board of Directors of the "Z promotions of the Key Management Personnel, address succession planning and issues connected to the organisational structure. STEWARDSHIP 184 Commercial Bank of Ceylon PLC Annual Report 2014

Board Human Resources and Remuneration Committee Report

Committee Meetings The Committee held seven meetings during the year under review. During the year, the Committee interviewed - based on the The attendance of Committee members at meetings is stated in the _„>:-- Corporate Management and such recommendations were accordingly a special meeting in the event a requirement arises provided all approved by the Board of Directors and appointments were effected. The recent changes in the Key Management Positions and the The quorum for a meeting is two (2) members. ability of the Bank to ensure a smooth transition in each of these Members of the Corporate Management were invited to participate at ZX the sittings of the Committee meetings as and when required by the Bank rolled out the Leadership Competencies with the behavioural Chairman, considering the topics for deliberation at such meeting. - covering the members of the Corporate Management as well under The proceedings of the Committee meetings were regularly reported -- to the Board of Directors. Management grade, the Committee applied these competencies to judge the suitability of the candidates. Methodology used by the Committee The year under review also saw the smooth transition of a new The Committee recognised rewards as one of the key drivers +z-=XY-Y "" Y Therefore, the reward progammes are designed to attract and retain the Bank. and to motivate employees to perform by linking performance to - With the Collective Agreement due for renewal in 2015, the evaluates the performance of the Managing Director and Key Management was advised to proceed with the conduct of a Management Personnel against the pre-agreed targets and goals that -œZ!"X": ` " were noted by the Committee in considering the proposed salary The Bank’s variable (bonus) pay plan is determined according to "J the overall achievements of the Bank and pre-agreed individual negotiations. Under the guidance of the Committee and with approval targets, which are based on various performance parameters. The of the Board Collective Agreement was signed with the Ceylon Bank " Employees Union in December 2014 covering a period of three years the performance of the Bank overall, the particular business unit i.e. 2015 to 2017. and individual performance. The Committee makes appropriate adjustments to the bonus pool in the event of over or under Committee can seek external independent professional advice on matters falling within its purview.

Further, the Committee may seek external agencies to carry out salary surveys to determine the salaries paid to staff vis-à-vis the market position, enabling the Committee to make informed decisions regarding the salaries in the Bank. Moreover, the K.G.D.D. Dheerasinghe Committee also ascertains the engagement levels of staff through Staff Engagement Surveys. Chairman - Board Human Resources and Remuneration Committee

Colombo "^>^?_„ Annual Report 2014 Commercial Bank of Ceylon PLC 185 STEWARDSHIP Board Integrated Risk Management Committee Report

Composition of the Committee :Z#- The Committee continued to work very closely with the Key %Z#-&"@ *Z" ""# Mr. M.P. Jayawardena* (Chairman) Prof. U.P. Liyanage* (Director) Activities of the Committee Mr. L. Hulugalle* (Director) Mr. S. Swarnajothi* (Director) Committee undertakes to carryout the following: Mr K.M.M. Siriwardana* (Director) - %-"^>^?_„&  Reviewing the terms of reference of all Management Committees Mr. J. Durairatnam (Managing Director/CEO) Mr. S.K.K. Hettihamu (Chief Manager - Risk) =X#-:=X ž=X+ Committee on Monitoring NPAs, the Credit Policy Committee and the Assets and Liabilities Committee. #_^‡_>_Z  Monitoring the actions initiated by Senior Management to test the Charter of the Committee effectiveness of the measures taken by the respective Committees referred to above. :Z#-"Z+ !>%N&+__^??†w-  Reviewing the annual work plan, related strategies, policies and Governance for Licensed Commercial Banks in Sri Lanka’, issued by framework of the above Committees, to ensure that the Committees the Monetary Board of the Central Bank of Sri Lanka under powers have a good understanding of their mandate and adequate "ZZ<>? mechanism to identify, measure, avoid, mitigate, transfer or manage 1988. The composition and the scope of work of the Committee is the risks within the qualitative and quantitative parameters set by "!>%N&%& Z#- aforesaid Direction.  Maintaining a continuous dialogue with the Management -"" :-Z#-"Z+ Z#-"" +^?_':Z#--" discouragement or constraint in the performance of their functions membership, source of authority, duties and responsibilities of and/or the implementation of their decisions. Z#-Z#-ZU# management framework have been discussed in detail under  *"-<J" w#-ZU^_q^'„ <*%-<<*&-<<* Annual Report. subject to comprehensive internal audit oversight.

 Reviewing and improving the effectiveness of the risk related policy Committee Meetings and Methodology framework of the Bank. The Committee held four Meetings on a quarterly basis, during  #Z the year under review. The attendance of Committee Members at _„>:Z#-  Taking appropriate actions to implement software solutions to Board of Directors in performing its oversight function in relation to support the risk management function of the Bank in order to different types of risks faced by the Bank in its business operations ZzZ and ensures adequacy of effectiveness of the risk management  # framework of the Bank. The Committee submits a risk assessment risks at any given time, with a view of determining the adequacy of report within a week of each meeting to the Board of Directors. such indicators to serve the intended risk management objectives. +Z#-J" effectiveness of such measures and to ensure that the actual overall  Reviewing the actual results computed monthly against each risk Z indicator and take prompt corrective action/s to mitigate the effects Z"Z X "Z+ The Committee assess all key risks such as Credit, Operational, Market, Liquidity etc., on a monthly basis through a set of risk indicators. STEWARDSHIP 186 Commercial Bank of Ceylon PLC Annual Report 2014

Board Integrated Risk Management Committee Report

 Reviewing and approving the parameters and limits set by the Management against various categories of risk and ascertain whether they are in accordance with the relevant laws and regulations as well as the desired policy levels stipulated by the Board of Directors.

 : responsible for risk management functionality to improve the overall effectiveness of risk management at the Bank.

 Monitoring the effectiveness and the independence of the risk management function within the Bank and ensure that adequate resources are deployed for this purpose.

 Reviewing the effectiveness of the Compliance function, to assess the Bank’s compliance with laws, regulations, regulatory guidelines, internal controls and approved policies in all areas of business operations.

 Reviewing the updated Business continuity and Disaster Recovery Plan annually.

+"^?_'Z#-X business strategy within a set of prudent risk parameters that are reinforced by an effective risk management framework.

M.P. Jayawardena -Z#-

Colombo "^>^?_„ Annual Report 2014 Commercial Bank of Ceylon PLC 187 STEWARDSHIP Board Nomination Committee Report

Composition of the Committee Charter of the Committee The Board Nomination Committee as at the end of the year comprised The mandate of the Committee includes inter-alia the following: =X+Z@  To implement a procedure to select/appoint new Directors, Chief Mr. K.G.D.D. Dheerasinghe (Chairman) =XYW"* Mr. M.P. Jayawardena (Director)  To consider and recommend (or not recommend) the re-election Prof. U.P. Liyanage (Director) of current Directors, taking into account the performance and contribution made by them towards the overall discharge of the Mr. J. Durairatnam, Managing Director/CEO attended meetings of the Board’s responsibilities. Committee by invitation. Ms. J.R. Gamage, the Company Secretary of  the Bank, functioned as the Secretary of the Committee. :JX" attributes required for eligibility to be considered for appointment Z- -=XY" _^‡_>_ management positions.  :+-=XYW" Terms of Reference of the Committee * (a) Purpose of Establishing the Committee per the criteria set out in the Direction issued by the Central Bank of Sri Lanka and relevant statues. Nomination Committee was established by the Board in  >%N&+__ To consider and recommend, from time to time, the requirements 2007 (subsequently amended) on Corporate Governance for of additional/new expertise and the succession arrangements for Licensed Commercial Banks in Sri Lanka issued by the Monetary retiring Directors and Key Management Personnel. Board of the Central Bank under Section 46(1) of the Banking Act  To make recommendations on any other matter/s referred to it by >?_‡qqZU the Board of Directors. w!+-=XY Key Management Personnel’. Matters relating to Key Management Personnel may be dealt with by the Human Resources Sub-Committee. Matters relating to Key Management Personnel may be dealt with by the Board Human Resources and Remuneration Sub-Committee. Committee Meetings

(b) Composition of the Committee Five Committee meetings were held during the year under review. Attendance of the Committee members at the meeting is given on  :-"+ _„>*-" who has adequate experience in the relevant subject and be reported to the Board of Directors. `"+ Board to ensure that the responsibilities of the Committee are Methodology Adopted by the Committee discharged effectively. The Committee continued to work closely with the Board of Directors  -=XY"" on matters assigned to the Committee and reported back to the Board of Directors with its recommendations. (c) Authority of the Committee

 The Committee has the authority to discuss issues under its purview and report back to the Board with recommendations, Z

 "

 Bank staff may be present at Committee meetings for advice or special assignments on invitation. K.G.D.D. Dheerasinghe Chairman - Board Nomination Committee (d) Meetings of Committee

 There shall be a quorum of two thirds of the members of the Colombo Committee to hold a meeting. "^>^?_„

 The Committee shall meet as an when a need arises. STEWARDSHIP 188 Commercial Bank of Ceylon PLC Annual Report 2014 Board Audit Committee Report

Composition of the Committee Conduct of Meetings The Committee is appointed by the Board and as at the end of the :-" year comprised of the following Non-Executive Directors of the Bank: +>_^?_': adequate details of matters discussed, are regularly reported to the Mr. S. Swarnajothi (Chairman) Z++-YY Mr. L. Hulugalle (Director) -Y-#Y-Y Mr. K.M.M. Siriwardana (Director)* and Assistant General Manager - Management Audit attended the Committee meetings by invitation. Representatives of the Bank’s ž%-"^>^?_„& =X<zW*$ the year by invitation. The Committee also invited members of the :--!!` Senior Management of the Bank to participate in the meetings from Non-Executive Director, is a former Auditor General of Sri Lanka time to time based on necessity. X< ƒ:-< The attendance of Committee members is stated in the table !%-<&- _„> Accountants of Sri Lanka (FCMA). The Objective and Role Other members of the Committee, namely, Messrs. L. Hulugalle and W!=X+ The Audit Committee assists the Board of Directors to effectively carry out its supervisory oversight responsibilities on accounting :_^‡_>_ Statements of the Bank. The Committee is empowered to - Mr. Manil Jayesinghe serves the Committee in the capacity of a Consultant and is invited to attend its meetings. He is a practicing  =X" senior Chartered Accountant with long years of experience in affairs of the Bank. Auditing, Accounting Standards and Financial Reporting.  =" in place and are well-managed in order to provide accurate, Assistant General Manager of the Bank, in charge of Management appropriate and timely information to the Board of Directors, Audit, functions as the Secretary of the Committee. Regulatory Authorities, the Management and other Stakeholders.

Charter of the Committee  Review the quality and the appropriateness of accounting policies and their adherence to statutory and regulatory compliance The Audit Committee Charter is periodically reviewed and revised requirements and applicable Accounting Standards. with the concurrence of the Board of Directors. The Terms of #-"-  Ensure that the Bank has adopted and adhere to policies which Audit Committee. This process ensures that new developments and "Z concerns are adequately addressed. The Committee is responsible Corporate Governance practices so that its operations conform to to the Board of Directors and reports on its activities regularly. the highest ethical standards, good industry practices and in the The functions of the Committee are geared to assist the Board of best interest of all stakeholders. +  =J""# internal controls and external audit. -$ Processes in place to avoid, mitigate or transfer current and The Banking Act Direction No. 11 of 2007 (hereinafter referred as the evolving risks. +&w-$-Z !UJw#-  Monitor all internal and external audit and inspection programmes, Governance under Listing Rules of the Colombo Stock Exchange’ review internal and external audit/inspection reports and follow up w-Z*-$U`" ":-<!  #!< Securities and Exchange Commission of Sri Lanka further regulate the Statements of the Bank in order to monitor the integrity of such composition, roles and functions of the Board Audit Committee. Statements prepared for disclosure, prior to submission to the Board of Directors. Annual Report 2014 Commercial Bank of Ceylon PLC 189 STEWARDSHIP

Board Audit Committee Report

Identification of Risks and Control Measures :ZJ Z !>%N&%&+:-U approach, the effectiveness of the internal control procedures in place in discharging the above responsibilities have more fully been "" described below: Committee. A Risk Grading Matrix has been adopted for assessing Reporting of Financial Position and Performance The Committee seeks and obtains the required assurances from the Z— The Board Audit Committee supports the Board of Directors in in order to maintain the effectiveness of internal control procedures in its oversight on the preparation of Financial Statements that evidence place. on the Bank’s accounting records and in accordance with the Internal Audit and Inspection stipulated requirements of the Sri Lanka Accounting Standards. - :-< reviews the following: of the activities it audits and that it is performed with impartiality, "  <J"-!" Procedures to provide reasonable assurance that all transactions :ZU+ are accurately and completely recorded in the books of account. inspections of local business units including subsidiaries and  Effectiveness of the Financial Reporting Systems in place to ensure Bangladesh operations. With the concurrence of the Board of reliability of the information provided to the stakeholders. +Z Chartered Accountants approved by the Central Bank of Sri Lanka  Selection of most appropriate Accounting Policies after considering ZU+" the alternatives available. such inspections.  Processes by which compliance with Sri Lanka Accounting Standards (SLFRS/LKAS) and other regulatory provisions relating The Committee regularly reviews the programme of inspection formulated for the purpose and its implementation and closely monitors the internal audit and the inspection functions. 616  !<# inspection reports on Branches, other Business Units and Statements prepared for publication, prior to submission to Departments received the attention of the Committee and the the Board. were given due attention. Members of the Committee visited some of :-!"* the branches to get a better understanding of the branch operations. assessed by the Committee, and it expressed the view that adequate ` controls and procedures are in place to provide reasonable assurance Management were considered and appropriate instructions issued. ZU The Committee also invited representatives from the Audit Firms of the Bank is well monitored and accurately reported. assisting in inspections to make presentations on their observations Oversight on Regulatory Compliance The Committee closely scrutinises compliance with mandatory External Audit banking and other statutory requirements and the systems XZ"" and procedures are in place to ensure compliance with such the Committee is as follows: requirements. The quarterly reports submitted by the Compliance  Y"- Assisting the Board of Directors to implement the processes of with all such legal and statutory requirements. The Bank’s inspection engaging External Auditors for audit services in compliance with the function has been mandated to conduct independent test checks provisions of the Direction and agree on their remuneration with the covering all regulatory compliance requirements, as a further approval of the Shareholders. monitoring measure.  Monitor and assess the independence of the External Auditor. STEWARDSHIP 190 Commercial Bank of Ceylon PLC Annual Report 2014

Board Audit Committee Report

 Reviewing non-audit services provided by the Auditors with a view Ethics and Good Governance to ensuring that such functions do not fall within the restricted The Committee continuously emphasised on upholding ethical values services and provision of such services will not impair the External -=; Auditors’ independence and objectivity. Blowers Charter was put in place and followed for educating and  Discussing with the Auditors their audit plan, scope and the encouraging all members of staff to resort to whistle-blowing if they methodology proposed to be adopted in conducting the audit prior suspect wrong doings or other improprieties. Highest standards of to commencement of the Annual Audit. Corporate Governance and adherence to the Bank’s Code of Ethics are ensured. All appropriate procedures are in place to conduct  + independent investigations into incidents reported through whistle- audits, and any matters the Auditor may wish to discuss including :;Z matters that may need to be discussed in the absence of the Key -" Management Personnel. identity of the whistle-blowers.  Reviewing the External Auditor’s Management Letter and the management’s response thereto. Sri Lanka Accounting Standards The Committee continued to monitor the progress of the mandatory The Auditors were also provided with the opportunities of meeting implementation of Sri Lanka Accounting Standards (SLFRS/LKAS) the Non-Executive Directors separately, without any Executive being #! present, to ensure that the Auditors had the independence to discuss %#!&|"_^?_^ and express their opinions on any matter and also for the Committee to have the assurance that the Management has fully provided all Committee reviewed the revised policy decisions relating to information and explanations requested by the Auditors. adoption of new and revised Sri Lanka Accounting Standards (SLFRS/LKAS) applicable to the Bank and made recommendation At the conclusion of the audit, the Committee also met the Auditors to to the Board of Directors. review the Auditor’s Management Letter before it is submitted to the Board of Directors and to the Central Bank of Sri Lanka. The Committee would continue to monitor the compliance with relevant Accounting Standards and keep the Board of Directors Mechanism of Internal Controls informed at regular intervals. !>%q&%&%&%&Z<+__ 2007 stipulates the requirements to be complied with by the Bank to Evaluation of the Committee ""Z An independent evaluation of the effectiveness of the Committee The Committee is assisted by the External Auditors to closely monitor was carried out by the other Members of the Board during the year. the procedures designed to maintain an effective internal control Considering the overall conduct of the Committee and its contribution mechanism to provide reasonable assurance that this requirement is on the overall performance of the Bank, the Committee has been being complied with. rated as highly effective.

-"X ! Bank’s Chart of Accounts, Credit Quality, Risk Management J"-Z Sri Lanka. The Committee also reviewed the Credit monitoring and -* ensure that necessary control and mitigating measures are available in " S. Swarnajothi Chairman - Board Audit Committee

Colombo "^>^?_„ Annual Report 2014 Commercial Bank of Ceylon PLC 191 STEWARDSHIP Board Credit Committee Report

Composition of the Committee Committee Meetings Board Credit Committee (BCC) consists of the following members: Twelve BCC meetings were held during the year under review. Attendance of the Committee members at meetings of BCC is given Mr. K.G.D.D. Dheerasinghe (Chairman) _„>*-" Mr. J. Durairatnam (Managing Director/CEO) reported to the Board of Directors. Mr. S. Renganathan %=X+z-YY& Mr. W.M.R.S. Dias who was a member of the Committee relinquished Methodology used by the Committee duties as Director of the Bank with effect from July 16, 2014. The Committee will meet on a monthly basis and approve credit Mr. M.P. Jayawardena was a member of the Committee up to proposals above a predetermined limit. August 29, 2014. Mr. K.M.M. Siriwardana was a member of the Committee from Credit proposals and other credit reports intended for approval/ August 29, 2014 to November 25, 2014. perusal by the Board of Directors are scrutinised and/or Mr. R.A.P. Rajapaksha, Assistant Company Secretary of the Bank, recommended as required. functions as the Secretary of the Committee. Credit proposals are evaluated in the perspective of the Bank’s <- lending policies and appetite. _^‡_>_ Close monitoring is exercised on exposures which are considered to Mandate and Role of the Committee generate a high quantum of potential credit risk to the Bank. The Board Credit Committee assists the Board of Directors in The BCC operates in consultation with the scope of the Bank’s Credit "-+ Risk Management to ensure that the lending portfolios are managed Credit Policy and Lending Guidelines of the Bank in order to in line with the stipulated credit risk parameters. inculcate healthy lending standards and practices and ensure relevant regulations are complied with.

The Committee is empowered to:

 Review and consider changes proposed from time to time to the Credit Policy and the Lending Guidelines of the Bank.

 Analyse and review the credit risk control measures in the lending areas, the pricing of lending proposals and also ensure that credit proposals are within relevant regulatory frameworks. K.G.D.D. Dheerasinghe

 Evaluate, assess and make recommendations on credit Chairman - Board Credit Committee propositions submitted to the Board of Directors. Colombo  Evaluate and recommend sector exposures and cross "^>^?_„ boarder exposures.

 Monitor Non-Performing Advances and recommend provision cover as required.

 Monitor and evaluate special reports called for by the Board of Directors.

 Set lending directions based on the current economic climate. STEWARDSHIP 192 Commercial Bank of Ceylon PLC Annual Report 2014 Board Technology Committee Report Board Investment Committee Report

Composition of the Committee Composition of the Committee The Committee as at the end of the year comprised of the following The Committee as at the end of the year comprised of the following members: members: Mr. K.G.D.D. Dheerasinghe (Chairman) Prof. U.P. Liyanage (Chairman) Mr. J. Durairatnam %+z-=XY& Mr. J. Durairatnam (Managing Director/CEO) Mr. S. Renganathan %=X+z-YY& Mr. S. Renganathan %=X+z-YY& Mr. H.J. Wilson (Director) Mr. A.R.M. Muttiah %-Y& Mr. K.D.N. Buddhipala %-Y& Mr. L.H. Munasinghe (Deputy General Manager - Marketing) Mr. K.A.P. Perera (Head of Global Markets) Mr. D.B. Sapramadu (Consultant) Mr. A.N.P. Sooriyaarachchi (Assistant General Manager - -Z& #_^‡_>_Z Mr. A. Wijesiriwardane (Head of Global Treasury/ Charter of the Committee Secretary of the Committee) Mr. S.K.K. Hettihamu (Chief Manager - Risk) The Committee was established by the Board of Directors in recognition of the degree of reliance of the Bank on technology and #_^‡_>_Z :$ Charter of the Committee The Committee has been empowered to - The Committee oversees the investment activities of the Bank by  Set the overall technology strategy and track progress of the providing assistance and guidance to the management in accordance objectives to meet this strategy. Z- monitors the Bank’s investments in Government Securities, corporate  #" debt and equities, while evaluating the new business proposals in sent to the Board of Directors for approval. these areas and offering guidance where required.  Analyse emerging technology and its potential use. The Committee is expected to -

 Committee Meetings Have a broad discussion on economic and market environment before arriving at any investment decisions. There were four Committee meetings during the year with attendance _„>  Evaluate important investment proposals of the Bank, in detail before being submitted to the Board for approval.

Periodic updates are given to the Board of Directors on the progress  Discuss the impact of investment decisions on the Statement of of Board Technology Committee objectives. Financial Position of the Bank.

Methodology Adopted by the Committee  Review overall performance of the Bank particularly that of Treasury operations. The Committee endeavours to meet every quarter, and review progress of strategic objectives. The Committee also reviews Committee Meetings by the Board of Directors. The Committee held ten meetings during the year with attendance of _„>

Methodology Adopted by the Committee The Committee endeavours to meet monthly and review progress of strategic investments, liquidity situation of the Bank and country’s economic outlook. The Committee also reviews the monthly performance of treasury and investment banking division, where the interest rate risk, repricing risk and other market risks are discussed. Prof. U.P. Liyanage Chairman - Board Technology Committee

Colombo "^>^?_„

K.G.D.D. Dheerasinghe -Z-

Colombo "^>^?_„ Annual Report 2014 Commercial Bank of Ceylon PLC 193 STEWARDSHIP Board Related Party Transactions Review Committee Report

Composition of the Committee

The Bank established the Board Related Party Transactions Review  Making immediate market disclosures on applicable related party Committee (BRPTRC) and as at the end of the year the BRPTRC transactions as required by Section 9 of the Continuing Listing comprised of the following Directors of the Bank: Requirements of the Colombo Stock Exchange (CSE).

Mr. K.G.D.D. Dheerasinghe (Chairman)  Making appropriate disclosures on related party transactions in the Mr. S. Swarnajothi (Director) Annual Report as required by Section 9 of the Continuing Listing Mr. J. Durairatnam (Managing Director/CEO) Requirements of the CSE. Mr. S. Renganathan %=X+z-YY& Committee Meetings Mr. K.G.D.D. Dheerasinghe, the Chairman of the Bank and Mr. S. Swarnajothi, the Chairman of the Board Audit Committee are A Committee meeting was held during the year under review. =X+ Attendance of the Committee members at the meeting is given on _„>*-" ;*`<$%& reported to the Board of Directors. Bank, functions as the Secretary of the Committee. Methodology Adopted by the Committee Z- The Committee endeavours to meet at least quarterly, review and _^‡_>_ report to the Board on matters involving related party transactions falling under its Terms of Reference. Terms of Reference of the Committee The BRPTRC was formed by the Board to assist the Board in reviewing all related party transactions carried out by the Bank and its listed companies in the Group by early adopting of the Code of Best Practice on Related Party Transactions as issued by the Securities and Exchange Commission of Sri Lanka (SEC).

The mandate of the Committee includes inter-alia the following: K.G.D.D. Dheerasinghe  Developing, and recommending for adoption by the Board of Directors of the Bank and its listed subsidiaries, a Related Party Chairman - Board Related Party Transactions Review Committee Transaction Policy consistent with that proposed by the SEC. Colombo  Updating the Board of Directors on the related party transactions of "^>^?_„ each of the listed companies of the Group on a quarterly basis. STEWARDSHIP 194 Commercial Bank of Ceylon PLC Annual Report 2014 Annual Report of the Board of Directors

<—<#=*Y#:Y:ƒ=ZY<#+Y+#=-:Y#!Y:ƒ= Commercial Bank of Ceylon PLC (the Bank) is a Licensed <<#!Y:ƒ=-Y*< <+!:<:==:Y-Y*<-= -ZZ<>? Y:ƒ=-Y:=:!Y:ƒ=<—<#=*Y#:qJ 1. General -<?†^??†|"^>^??q -"#*/__N: The Directors have pleasure in presenting to the shareholders 46th Z^_w-ƒU!#ˆ Annual Report of your Company together with the Audited Financial -?_ZUƒY Statements and the Audited Consolidated Financial Statements for "+>_^?_'Z$ The ordinary shares (both voting and non-voting) of the Bank are the Auditors’ Report on those Financial Statements conforming to all quoted on the Main Board of the Colombo Stock Exchange since relevant statutory requirements. This Report provides the information March 1970. The unsecured subordinated redeemable debentures as required by the Companies Act No. 07 of 2007, Banking Act issued by the Bank are also listed on the Colombo Stock Exchange. >?_‡qq+ #ZU thereunder including the Banking Act Direction No. 11 of 2007 on w<<%&U w-$-ZU w<<%&U#<"%" Sri Lanka and subsequent amendments thereto, the Listing Rules of known as RAM Ratings Lanka Ltd.) upgraded Bank’s long term the Colombo Stock Exchange and the recommended best practices. <<¡<<< *_ :#"Z+"^> 2015. The appropriate number of copies of the Annual Report will As required by the Section 168 of the Companies Act No. 07 of be submitted to the Colombo Stock Exchange and to the Sri Lanka 2007, the following information is disclosed in this Annual Report Accounting and Auditing Standards Monitoring Board within the "+>_^?_'@ statutory deadlines.

Reference to the Extent of Compliance by J-<?†^??† Companies Act the Bank (i) The nature of the business of the Group and the Bank together with any change thereof during the accounting period Section 168 (1) (a) #^^__‡„

(ii) Signed Financial Statements of the Group and the Bank for the accounting period completed Section 168 (1) (b) #^>_‡„

(iii) Auditors’ Report on Financial Statements of the Group and the Bank Section 168 (1) (c) #^„_‡„

(iv) Accounting Policies and any changes therein (Group also included) Section 168 (1) (d) #^N_‡„

(v) *#Z Subsidiaries during the accounting period Section 168 (1) (e) #^†_‡„

(vi) #+Z! during the accounting period Section 168 (1) (f) #^q_‡N

(vii) Total amount of donations made by the Bank and its Subsidiaries during the accounting period Section 168 (1) (g) #^‡_‡N

(viii) +Z! the accounting period Section 168 (1) (h) #____‡‡

(ix) Separate disclosure on amounts payable to the Auditors as Audit Fees and Fees for other services rendered during the accounting period by the Bank and its Subsidiaries Section 168 (1) (i) #^_^?>

(x) Auditors’ relationship or any interest with the Bank and its Subsidiaries Section 168 (1) (j) #^_^?>

(xi) Acknowledgement of the Contents of this Report/Signatures on behalf of the Board Section 168 (1) (k) #>_^?' Annual Report 2014 Commercial Bank of Ceylon PLC 195 STEWARDSHIP

Annual Report of the Board of Directors

2. Review of Business 2.1 Vision, Mission and Corporate Conduct 2.4 Directors’ Responsibility for Financial Reporting The business activities of the Group and the Bank are conducted The Directors are responsible for the preparation of the Financial maintaining the highest level of ethical standards in achieving its !$Z \ Z of business conduct and ethics. The Bank’s Vision and Mission :+!! !X> -!*! -=J"!-!< The Bank issues a copy of its Code of Ethics to each and every staff Policies and Notes thereto appearing on pages 269 to 405 have member and all employees are required to abide by the Bank’s Code been prepared in conformity with the requirements of the Sri Lanka of Conduct. Accounting Standards (SLFRS/LKAS) as mandated by the Sri Lanka Accounting and Auditing Standards Act No. 15 of 1995 and the 2.2 Review on Operations of the Group and the Bank Companies Act No. 07 of 2007. Further, these Financial Statements "JZ<>?_‡qq :w-Uq__w and amendments thereto and the Listing Rules of the Colombo Stock +U#U_^_'w =X:w!+U#"U Discussion and Analysis’ on pages 15 to 68, together with Audited pages 206 and 207 forms an integral part of this Report. ! $Z 2.5 Auditors’ Report state of affairs together with important events that took place during the year as required by the Section 168 of the Companies Act No. The Group’s Auditors, Messrs KPMG performed the audit on the 07 of 2007 and the recommended best accounting practices. These Separate and Consolidated Financial Statements for the year ended sections form an integral part of the Annual Report. +>_^?_'<U# appearing on page 266 as required by the Section 168 (1) (c) of the Segment wise contribution to Group revenue, results, assets and Companies Act No. 07 of 2007. liabilities is disclosed in Note 59 to the Financial Statements, on >†^ 2.6 Accounting Policies and Changes during the Year "+>_ 2.2.1 Principal Business Activities of the Group 2014, the Group prepared its Financial Statements in accordance and the Bank with Sri Lanka Accounting Standards (SLFRS/LKAS) which have The Companies within the Group and the nature of the principal "# business activities of each entity are disclosed as required by !%#!&"< the Section 168 (1) (a) of the Companies Act No. 07 of 2007 in !Z%!^†† the Companies Act No. 07 of 2007, the Board of Directors wish to On September 01, 2014, the Bank acquired 100% ownership of <* %&-" "$Z"!< under the Finance Business Act No. 42 of 2011 at a total purchase Policies adopted in the preparation of the Financial Statements of the consideration of Rs. 916.046 Mn. The carrying value of the net assets $Z^q„>?> J#„_N??_=X 2.7 Entries in the Interests Register nature of the principal business activities of the Group and the Bank As required by the Section 168 (1) (e) of the Companies " Act No. 07 of 2007, the Bank and all its Subsidiaries maintain #;+ 2.3 Financial Statements of the Group and the Bank declarations as required by the Sections 192 (1) and (2) of the J!_„__„^ Companies Act aforesaid and all related entries were made in the 168 (1) (b) of the Companies Act No. 07 of 2007, the Financial #": !$Z"" +^?_: -Y"Z+ Register is available for inspection by shareholders or their and signed by three members of the Board of Directors including authorised representatives as required by the Section 119 (1) (d) the Chairman and the Deputy Chairman, together with the Company of the Companies Act No. 07 of 2007. Secretary are appearing on pages 269 to 276. STEWARDSHIP 196 Commercial Bank of Ceylon PLC Annual Report 2014

Annual Report of the Board of Directors

2.8 Directors’ Remuneration and Other Benefits 3. Future Developments and Current Standing As required by the Section 168 (1) (f) of the Companies Act No. 07 The Bank has already established delivery points in all districts of ^??†+U the country. During the year, 04 new delivery points were added (08 $Z"+>_ ^?_>&"! 2014, are disclosed in Note 20 to the Financial Statements on ^>‡^?_'%^>„^?_>& >?‡ Z^_<:%>?^?_>& of ATMs in Sri Lanka to 606 by the end of 2014 (585 at the end of 2.9 Corporate Donations by the Bank ^?_>&:ZU<:<: ":Z_q"%_q^?_>& During the year, the Bank made donations amounting to _‡<:%_‡^?_>&^?_'Z #„'„q^††^z%#„_>_‡?_^z^?_>& Resolution passed at the last Annual General Meeting. The :Z"Y information given above on donations forms an integral part of the Banking, Mobile Banking and Online Bill payment features to enable Report of the Board of Directors as required by the Section 168 (1) customers’ easy access to most banking services 24/7. This is (g) of the Companies Act No. 07 of 2007. "^?????_„????" for Mobile Banking and Online Banking at the end of the year. The Commercial Bank’s Corporate Social Responsibility Trust formed in 2004, handles most of the Bank’s CSR initiatives and activities. The The Bank intends to expand its network of delivery channels both in Trust manages a range of programmes that underpin its key principle Sri Lanka and in Bangladesh by employing client-focused strategy of acting responsibly in all areas of business to bring about sustainable with effective management of capital, liquidity and risks. The Bank will development. The CSR initiatives, including completed and ongoing continue to develop its customer-centric model for doing business `w!"#U with the objective of delighting its customers. Refer sections on N‡_^NJ"ZU w-Uq__w+U wU #U_^_'w+ Analysis’ on pages 15 to 68 for initiatives taken in this regard.

4. Gross Income :$^?_'#†'„>qZ %#†>†?„Z^?_>&ZU #†'''^Z%#†>†>NZ^?_>&

:X asset allocation of the Group among different business segments together with their proportions are given in Note 59 to the Financial !>†^

5. Results and Appropriations 5.1 Performance of the Bank and the Group and Transfers to Reserves :X$Z #_„qN?Z#_„†>NZ"^?_' %#_'N‡_Z#_'„__Z^?_>& †‡N€q'„€%^N„€_„_€^?_>& X$Z #__^'>Z#___q?Z"^?_' %#_?„†>Z#_?''NZ& N>>€†?>€%'qq€>''€^?_>& Annual Report 2014 Commercial Bank of Ceylon PLC 197 STEWARDSHIP

Annual Report of the Board of Directors

+*Z@

2014 ^?_> Rs' 000 Rs' 000

*""X impairment on loans and advances, VAT on Financial Services and contingencies 15,736,216 14,510,519 Less: provision for taxation (4,556,035) (4,065,008) X 11,180,181 10,445,511 Balance brought forward from previous year 5,053 6,822 * 11,185,234 _?'„^>>>

Less: Appropriations Transfer to the Statutory Reserve Fund (559,009) (522,276) Transfer to Special Risk Reserve of Primary Dealer Unit – %†q‡'>& Transfer to the Special Reserve of Primary Dealer Unit – %^>Nq>?& :< (388,446) (1,991,758) Transfer to General Reserve (4,600,000) (2,095,000)

Dividends on Ordinary Shares _+ #_„?%#_„?^?_>& (1,298,154) %_^†>'‡_& ^+#_??%#_??^?_>& (865,943) (849,148) *+ #^??%#^??^?_>& (1,731,886) (1,699,917) #^??%#^??^?_>& (1,731,886) (1,699,917) Balance carried forward 9,910 „?„>

Y">'q„€ :Z X^?_'>NN?€^?_> subjected to a 10% withholding tax. "„?>'€^?_' „^q†€^?_>:" :+"#'?? _?€%_?€^?_>&++:X# share of which Rs. 2.00 is to be paid in cash which will be paid partly "=Xz:X 5.2 Dividends on Ordinary Shares Z:XZ subject to a 10% withholding tax. The balance dividend of Rs. 2.00 The Directors recommend a dividend of Rs. 4.00 per share as the " "^?_' shares, subject to a 10% withholding tax. of Rs. 2.00 per share and the balance entitlement of Rs. 2.00 per The Board of Directors provided the Statement of Solvency to the %:Z#'??^?_> <-!"< ""#^?? respect of each dividend payment in terms of Section 56 (2) of the the balance entitlement of Rs 2.00 per share in the form of issue and Companies Act No. 07 of 2007. allotment of new shares.) The Bank paid two interim dividends i.e., Rs. 1.50 per share and Rs. 1.00 per share each in cash on November :Z+J!" 21, 2014 and on February 05, 2015, respectively (two interim :!„N%>&-<?†^??† dividends of Rs. 1.50 and Rs. 1.00 per share each in cash were immediately after the payment of interim dividends and will ensure _‡^?_>|"^†^?_'&+ !":" ^> dividend proposed to be paid in April 2015. !>_^ STEWARDSHIP 198 Commercial Bank of Ceylon PLC Annual Report 2014

Annual Report of the Board of Directors

5.3 Reserves 6. Property, Plant and Equipment, Intangible Assets A summary of the Group’s reserves is given below: and Leasehold Property :*"*=J< 2014 ^?_> and Leasehold Property of the Bank as at Reporting Date amounted Rs' 000 Rs' 000 #_„'‡>?‡„#_NNq'N_#q'q'? "%#_>'‡‡„^†#_„^'?‡N Statutory Reserve Fund 4,327,103 >†Nq?‡' #q'q'?"^?_>&-X Special Risk Reserve of Primary during 2014 on Property, Plant and Equipment (including Capital Dealer Unit – 266,520 ;*&<*" Special Reserve of Primary Z#_?^?>_^#_'''_† Dealer Unit – _?q^„_> Rs. Nil, respectively (Rs. 958.204 Mn., Rs. 119.449 Mn., and Rs. Nil., ^?_>&>N>†>q Revaluation Reserve 6,246,960 4,615,947 !>>N>'†>'‡" General Reserve 32,474,478 ^_^‡q>?N Foreign Currency Translation !X Reserve (454,188) %>‡>†„q& "Z>N„%&%& Available-for-Sale Reserve 2,735,569 ^?^>'Nq !>'?>'N # – 'q>qN‡> The details of capital expenditure approved and contracted for are Retained Earnings 4,418,412 '>„‡N>^ „„>!>Nq Total 49,748,334 41,859,415 7. Market Value of Properties

! 7.1 Property, Plant and Equipment -=J"^†^^†„„_„> Bank carried out a revaluation of all its freehold land and buildings as "!>N>>NN +>_^?_'J"!†_%&- Z+_^?_'w\*" 5.4 Provision for Taxation of Licensed Commercial Banks’, and recognised the surplus on revaluation in the Financial Statements. ::X!% +ZY The revaluation process for the land and buildings of the Bank was Y!Z-&^q€%^q€^?_>&: ""J ZUZYX'^„€%'^„€^?_>& aforesaid Direction and the Board of Directors of the Bank are of the :!YZ opinion that the revalued amounts are not in excess of the current Value Added Tax on Financial Services at the rate of 12% (12% in market values of such properties. The last revaluation exercise on ^?_>&-"_€Z:X^€ the freehold land and buildings of the Bank was carried out as at which was introduced from January 2014. +>_^?__ The Group has also provided deferred tax on all known temporary +Z>N„%& differences under the liability method, as permitted by the Sri Lanka !>'? <!W

:X=X+:X 7.2 Investment Property Group and the Bank are given in Notes 21 and 45 to the Financial "$" !>_?>„^" "$ under Property, Plant and Equipment in the Consolidated Financial !W

Annual Report of the Board of Directors

8. Issue of Shares and Debentures 8.1 Issue of Shares and Debentures by the Bank Details of the shares issued by the Bank are given in the table below:

2014 ^?_> # +! Voting Non-Voting Voting Non-Voting Ordinary Ordinary Ordinary Ordinary Shares Shares Shares Shares *#^?? ! 12,504,344 1,036,724 _>?†N_q‡ 1,069,474 of new shares Consideration (Rs. ’000) 1,431,747 98,178 1,405,690 ‡N^„> ! 3,237,566 N/A _''„>‡q N/A Exercise of options by employees under the Consideration Received Employee Share Option Plans (Rs. ’000) 340,763 N/A 76,074 N/A

The Bank did not issue any debentures during the year 2014 or 9. Share Information ^?_> 9.1 Distribution Schedule of Shareholdings 8.2 Issue of Shares and Debentures by the !w# Subsidiaries and Associates Supplement’ on pages 246 and 262. The Subsidiaries and Associates of the Bank did not make any share or debenture issues during the year. 9.2 Information on Earnings, Dividend, Net Assets and Market Value 8.3 Stated Capital and Debentures :!-+>_^?_'#^_'„†„?_ wƒUN Mn., comprising of 810,277,729 ordinary voting shares and on the trading of the shares and movement in the number of shares „„„†‡‡'N"%#_‡„qNq_> represented by the Stated Capital of the Bank is given in the Section +>_^?_>†‡'„>„q_‡" w#!U^'N^N^ „'„'>^^^"&: Stated Capital are given in Note 50 to the Financial Statements on 10. Substantial Shareholdings >N_ Names of the top twenty shareholders for both voting and non-voting ordinary shares, percentages of their respective holdings The Bank had in issue 972,660 unsecured, subordinated, redeemable and percentage holding of the public, etc are given in the Section debentures of Rs. 1,000/- each to the value of Rs. 972.660 Mn., w#!U^'N^N^ +>_^?_'%‡†^NN? #‡†^NN?+>_^?_>&: debentures redeemed during the year 2014 and those outstanding 11. Directors +>_^?_''‡ 11.1 Information on Directors of the Group and !>N? the Bank

The debenture issues addressed the needs in relation to long term 11.1.1 List of Directors funds required for bridging the maturity gaps and to strengthen the :Z+Z+>_^?_' supplementary capital base of the Bank at the time of issue. +%++>_ ^?_>&X :JX+ wZ+*U_^‡_>_ STEWARDSHIP 200 Commercial Bank of Ceylon PLC Annual Report 2014

Annual Report of the Board of Directors

Names of the Directors of the Bank as at the end of 2014, as required by the Section 168 (1) (h) of the Companies Act No. 07 of 2007 are given below:

Executive/ z Name of the Director Non-Executive Status !

Mr. K.G.D.D. Dheerasinghe (Chairman) Non-Executive Mr. M.P. Jayawardena (Deputy Chairman) Non-Executive Mr. J. Durairatnam %+z-=XY& Executive Prof. U.P. Liyanage Non-Executive Mr. L. Hulugalle Non-Executive Mr. S. Swarnajothi Non-Executive Mr. H.J. Wilson Non-Executive Mr. S. Renganathan Executive W!%-"^>^?_„& Non-Executive

11.1.2 New Appointments and Resignations 11.1.4 Recommendations for Re-election The information on new appointments and resignations to and from Z++| the Board of Directors of the Bank given below forms an integral Mr. H.J. Wilson %<|">^?_'& w<#Z+U Section 168 (1) (h) of the Companies Act No. 07 of 2007. Mr. S. Renganathan (Appointed w.e.f. July 17, 2014) Mr. K.M.M. Siriwardana (Appointed w.e.f. August 28, 2014) New Appointments during 2014 - Mr. H.J. Wilson %<|">^?_'& Directors to Retire by Rotation |++z-=XY %& <q„<<^+ (Appointed w.e.f. July 17, 2014). are required to retire by rotation at each AGM. Article 86 provides Mr. S. Renganathan as an Executive Director/Chief Operating that the Directors to retire by rotation at an AGM shall be those Y(Appointed w.e.f. July 17, 2014). who, (being subject to retirement by rotation), have been longest in Mr. K.G.D.D. Dheerasinghe, as the Chairman of the Board (Appointed w.e.f. July 29, 2014). (ii) The Board recommended the re-election of the following Directors, Mr. M.P. Jayawardena, as the Deputy Chairman of the Board (Appointed w.e.f July 29, 2014). submitted by them and all other related issues: Mr. K.M.M. Siriwardana (Appointed w.e.f. August 28, 2014). (a) Directors to Retire by Rotation

Resignations/Relinquishments/Cessations during 2014 - Mr. L. Hulugalle Mr. W.M.R.S. Dias - Former Managing Director/CEO (Retired Prof. U.P. Liyanage w.e.f. July 16, 2014) %&+<-\ Mr. D.S. Weerakkody - Former Chairman-(Relinquished Mr. H.J. Wilson w.e.f. July 28, 2014) Mr. S. Renganathan 11.1.3 List of Directors of Subsidiaries and Associates Directors who served on the Board for over 9 years. of the Bank %Z<+__^??†%- Names of the Directors of all Subsidiaries and Associates of the Bank Governance for Licensed Commercial Banks in Sri Lanka), the total w$!U'?q period of service of a Director (other than a Director who holds the -=XY&X‡"& None. Annual Report 2014 Commercial Bank of Ceylon PLC 201 STEWARDSHIP

Annual Report of the Board of Directors

11.1.5 Directors’ Meetings Details of Directors’ meetings which comprised Board meetings and transactions carried out by the Bank and its listed companies in the Z!-_„> Group by early adopting of the Code of Best Practice on Related Party Transactions as issued by the Securities and Exchange 11.1.6 Board Sub-Committees Commission of Sri Lanka (SEC). The Board of Directors of the Bank formed four mandatory Board Sub-Committees as required by the Banking Act Direction No. 11 of The composition of the four mandatory Sub-Committees (Nomination ^??†""Zw-$ -#-# Licensed Commercial Banks in Sri Lanka’. The Board of Directors -<-&Z! also has formed four other Board Sub-Committees to assist the -+>_^?_' Board. These committees play a critical role in order to ensure that "+_„> the activities of the Bank at all times are conducted with the highest #!-_q>_‡> ethical standards and in the best interest of all its stakeholders. The Terms of Reference of these Sub-Committees conform to the 12. Disclosure of Directors’ Dealing in Shares and recommendations made by various regulatory bodies, such as the Debentures -Z!:-< 12.1 Directors’ Interests in Ordinary Voting Shares of Sri Lanka, the Securities and Exchange Commission of Sri Lanka and the Bank the Colombo Stock Exchange. " During the year the Board of Directors formed a new Board +Z"" Sub-Committee, namely, Board Related Party Transactions Review are as follows: Committee, to assist the Board in reviewing all related party

Ordinary Voting Shares Ordinary Non-Voting Shares <+>_ 2014 ^?_> 2014 ^?_>

Mr. K.G.D.D. Dheerasinghe (Chairman) 20,653 ^?>>' Nil Nil Mr. M.P. Jayawardena (Deputy Chairman) Nil Nil Nil Nil Mr. J. Durairatnam (Managing Director/CEO) 379,087 >''>>N Nil Nil Prof. U.P. Liyanage Nil Nil Nil Nil Mr. L. Hulugalle Nil Nil Nil Nil Mr. S. Swarnajothi Nil Nil 8,490 q>>^ Mr. H.J. Wilson %<|">^?_'& Nil N/A Nil N/A Mr. S. Renganathan (Appointed w.e.f. July 17, 2014) 190,034 _‡†?‡> 10,190 N/A Mr. K.M.M. Siriwardana (Appointed w.e.f. August 28, 2014) Nil N/A Nil N/A Mr. D.S. Weerakkody %-#JY w.e.f. July 28, 2014) N/A 26,452 N/A 12,220 Mr. W.M.R.S. Dias (Former Managing Director - Retired w.e.f. July 16, 2014) N/A 696,594 N/A Nil

@W!"^>^?_„ STEWARDSHIP 202 Commercial Bank of Ceylon PLC Annual Report 2014

Annual Report of the Board of Directors

Directors’ shareholdings in ordinary voting shares and ordinary +U$ non-voting Shares have not changed subsequently to the date of Z"+>_^?_' the Statement of Financial Position up to February 9, 2015, ^?!>?‡ the date being one month prior to the date of Notice of the Annual General Meeting. As per Section 217 of the Companies Act No. 07 of 2007, there are no restrictions on the approval of loans to Directors in the 12.2 Directors’ Interests in Debentures Bank’s ordinary course of business, subject to compliance with all applicable regulations. There were no debentures registered in the name of any Director as at the beginning and at the end of the year. 15. Directors’ and Officers’ Insurance 13. Employee Share Option Plans and Profit :Z" Sharing Plans "Z +"Z The Bank implemented an Employee Share Option Plan for the "" -=XY$ accordance with commercial practice, the insurance policy prohibits above in 2008, based on the Bank achieving certain pre-determined disclosure of the terms of the policy, including the nature of the performance criteria. The approval of the shareholders was obtained liability insured against and the amount of the premium. >€" shares of the Bank. 16. Environmental Protection The details of the existing Employee Share Option Plan is given in The Group and the Bank have not, to the best of their knowledge, „?^!>N^ engaged in any activity, which was detrimental to the environment. ! :$Z"" w=#"Uw!"#U plan, except the Variable Bonus Scheme. on pages 111 and 112.

14. Directors’ Interests in Contracts or Proposed 17. Statutory Payments Contracts :+ Directors’ interests in contracts or proposed contracts with the Bank, that all statutory payments due to the Government, other regulatory both direct and indirect are disclosed on page 212. These interests institutions and related to the employees have been made on time. have been declared quarterly at Directors’ meetings. As a practice, Directors have refrained from voting on matters in which they were 18. Events After the date of the Statement of materially interested. Directors have no direct or indirect interest in Financial Position any other contract or proposed contract with the Bank. J` Financial Statements, has occurred subsequent to the date of the There are no arrangements enabling the Non-Executive Directors of Statement of Financial Position, other than those disclosed in the Group and the Bank to acquire shares or debentures of the Bank Note 66 to the Financial Statements on page 405. or its Subsidiaries, other than via the market.

Tabulated below are the details of Options Available/Exercised by the Executive Directors under the Employee Share Option Plan of the Bank:

2014 ^?_> Mr. J. Durairatnam Mr. S. Renganathan Mr. J. Durairatnam Mr. S. Renganathan

Total Options available to exercise as at January 01, 138,645 69,669 __>?'> 86,995 Options vested during the year 54,486 46,721 54,486 46,721 Options exercised during the year (28,884) Nil (28,884) (64,047) Options expired during the year Nil Nil Nil Nil :X+>_ 164,247 116,390 _>qN'„ 69,669 Annual Report 2014 Commercial Bank of Ceylon PLC 203 STEWARDSHIP

Annual Report of the Board of Directors

19. Going Concern 23. Information on Ratios, Market Prices of Shares The Directors have made an assessment of the Bank’s ability to and Credit Ratings J#†N%X& to continue in business for the foreseeable future. Furthermore, the Rules of the Colombo Stock Exchange are given in the Section on Directors are not aware of any material uncertainties that may cast w#!U^'N^N^ ZU" concern, such as restrictions or plans to curtail operations. 24. Risk Management and System of Internal Controls 20. Appointment of Auditors The Bank has an ongoing process in place to identify, evaluate The Board of Directors of the Bank decided to adopt a Policy of and manage the risks that are faced by the Bank. The Directors #<"" "Z principles of good Corporate Governance. Accordingly, the present #-!"Z Auditors, Messrs KPMG were appointed as Auditors of the Bank managing both banking and non-banking risks are detailed in the at the Annual General Meeting held in March 2012 to carry out the !w#-ZU^_q Z"+>_^?_^: ^'„wZ#-#U they were appointed as Auditors of the Bank at the Annual General that appears on pages 185 and 186 and in Note 65 to the Financial ^?_>^?_'" !w##U>q?'?„ Z"+>_^?_>^?_' 25. Corporate Governance :<W*$ continue to function as the Auditor to the Bank. Directors’ Declarations The Directors declare that - A resolution to re-appoint KPMG as Auditors and granting authority (a) the Bank complied with all applicable laws and regulations in +X conducting its business and have not engaged in any activity forthcoming Annual General Meeting. Y responsible for ensuring compliance with the provisions in various 21. Auditors’ Remuneration and Interest in Contracts J with the Bank Z#-Q :<W*$#‡?>^" (b) the Directors have declared all material interests in contracts +>_^?_'%#q„‡N^?_>& involving the Bank and refrained from voting on matters in which "Z"#_^'‡> ""Q %#__^‡'^?_>&"Z services including tax consultancy services as disclosed in Note 20 to (c) all endeavours have been made to ensure that shareholders in !>?‡: each category have been treated equitably in accordance with the as required by the Section 168 (1) (i) of the Companies Act No. 07 :Q of 2007. (d) the business is a Going Concern with supporting assumptions or J"Z+ As far as the Directors are aware, the Auditors do not have any ZU-zZ other relationship or interest in contracts with the Bank, or any of its that the Bank has adequate resources to continue its operations Subsidiaries or Associates other than being the Auditors for Bank’s in the foreseeable future. Accordingly, the Financial Statements of Subsidiaries and Associates. This information is disclosed as required the Bank, its Subsidiaries and Associates are prepared based on by the Section 168 (1) (j) of the Companies Act No. 07 of 2007. $-Q

22. Lead Auditor’s Independence Declaration (e) they have conducted a review of internal controls covering -"W*$ and have obtained a reasonable assurance of their effectiveness J"!_N>%>&-<?† and proper adherence. ^??†"+>_ ^?_'W*$" The measures taken and the extent to which the Bank has complied or interest in the Bank or any subsidiaries audited by KPMG that with the Code of Best Practice on Corporate Governance issued in their judgment, may reasonably be thought to have a bearing on ":-<! our independence within the meaning of the Code of Professional Securities and Exchange Commission of Sri Lanka, the Colombo -=":-< Stock Exchange and the Central Bank of Sri Lanka are given in the of Sri Lanka, applicable as at Reporting Date. w-$U_'^_q^ STEWARDSHIP 204 Commercial Bank of Ceylon PLC Annual Report 2014

Annual Report of the Board of Directors

26. Human Resources The Bank continues to invest in Human Capital Development and implement effective Human Resource Practices and Policies to "" to foster collaborative partnerships that enrich the work and learning environment for our staff. K.G.D.D. Dheerasinghe M.P. Jayawardena !wZ Chairman Deputy Chairman Human Resources and Remuneration Committee Report’ appearing _q>_q'

The Human Resources and Remuneration Committee ensures that employees are fairly rewarded for their contributions to the performance of the Bank. The provision of performance bonuses is the sole discretion of the Board. J. Durairatnam Prof. U.P. Liyanage 27. Technology Managing Director/CEO Director Our Bank's business processes are underpinned by technology. All of our processes involve information technology, and we use technology to deliver superior products and services to our customers. Correspondingly, the nature of the business is more heavily intertwined with technology than ever before.

W""wZ:" Committee Report’ appearing on page 192. L. Hulugalle S. Swarnajothi Director Director 28. Operational Excellence :"Z ongoing initiatives to drive policy and process standardisation and to optimise the use of existing technology platforms.

29. Outstanding Litigation +ZU lawyers, litigation currently pending against the Bank will not have a H.J. Wilson S. Renganathan Director Director of the Bank. Details of litigations pending against the Bank are given „†!>Nq>N‡

30. The Annual General Meeting and the Notice of Meeting The 46th Annual General Meeting of the Bank will be held at Galadari ƒw$ZUN'#-?_ :">_^?_„^?? K.M.M. Siriwardana Ms. J.R. Gamage Director (Absent) Company Secretary Notice relating to the 46th Annual General Meeting of the Bank is enclosed at the end of this Annual Report. Colombo "^>^?_„ 31. Acknowledgement of the Contents of the Report As required by the Section 168 (1) (k) of the Companies Act No. 07 of 2007, the Board of Directors does hereby acknowledge the contents of this Annual Report.

Signed in accordance with a resolution adopted by the Directors. Annual Report 2014 Commercial Bank of Ceylon PLC 205 STEWARDSHIP STEWARDSHIP 206 Commercial Bank of Ceylon PLC Annual Report 2014 Statement of Directors’ Responsibility

The statement sets out the responsibility of the Directors, in relation (d) proper accounting records which correctly record and explain to the Financial Statements of the Commercial Bank of Ceylon PLC the Bank’s transactions have been maintained as required by the (Bank) and the Consolidated Financial Statements of the Bank and Section 148 (1) of the Companies Act to determine at any point its Subsidiaries (Group). The responsibilities of the External Auditors ZU" !w<U enabling preparation of the Financial Statements, in accordance Report' given on page 266. <!Q (e) the Directors have taken appropriate steps to ensure that the Bank !_„?%_&_„__„^_„>%_&œ%^& and the Group maintain proper books of account and review the the Companies Act No. 07 of 2007, the Directors of the Bank are """ responsible for ensuring that the Group and the Bank keep proper and also through the Board Audit Committee, the Report of the books of account of all the transactions and prepare Financial said Committee is given on pages 188 to 190. The Board of ! +! Z$" their release, following a review and recommendation by the Board Z$ <-Q ": Statements comprise of the Statement of Financial Position as at (f) the Board of Directors accepts responsibility for the integrity +>_^?_'!- and objectivity of the Financial Statements presented in this Statement of Changes in Equity, Statement of Cash Flows for the <#Q year then ended and notes thereto. (g) the Directors also have taken reasonable measures to safeguard <"+! the assets of the Bank and the Group and to prevent and detect the Bank and the Group give a true and fair view of - + instituted an effective and comprehensive system of internal %&Z$ +>_^?_'Q and other controls required to carry on the business of banking in an orderly manner and safeguard its assets and secure as far %&Z$ as practicable, the accuracy and reliability of the records. The " +U!-^?q ^?‡<#Q Compliance Report (h) to the best of their knowledge, all taxes, duties and levies payable :Z+ by the Bank and its Subsidiaries, all contributions, levies and taxes payable on behalf of and in respect of the employees of the (a) appropriate Accounting Policies have been selected and applied in Bank and its Subsidiaries, and all other known statutory dues as !X^q„>?> were due and payable by the Bank and its Subsidiaries as at the Reporting Date have been paid or, where relevant, provided for, basis, while reasonable and prudent judgments have been made X„†! so that the form and substance of transactions are properly wZU>Nq " XQ (i) as required by the Section 56 (2) of the Companies Act No. 07 of 2007, they have authorised distribution of the dividends paid (b) the Financial Statements for the year 2014, prepared and Z presented in this Annual Report have been prepared based on Subsidiaries would satisfy the solvency test after such distributions Sri Lanka Accounting Standards (SLFRS/LKAS) are in agreement are made in accordance with the Section 57 of the Companies with the underlying books of account and are in conformity with the Act No. 07 of 2007 and have obtained in respect of dividends requirements of the Sri Lanka Accounting Standards, Companies paid and proposed, and also for which approval is now sought, Act No. 07 of 2007, Sri Lanka Accounting and Auditing Standards ""=X<Q <_„_‡‡„Z<>?_‡qq thereto, the Listing Rules of the Colombo Stock Exchange and the (j) as required by the Sections 166 (1) and 167 (1) of the Companies Code of Best Practice on Corporate Governance issued jointly by Act, they have prepared this Annual Report in time and ensured :-<!%-

Statement of Directors’ Responsibility

(k) that all shareholders in each category have been treated equitably considered appropriate and necessary for expressing their opinion Q on the Financial Statements and maintaining accounting records. They have examined the Financial Statements made available to (l) that the Bank and its quoted Subsidiary have met all the them by the Board of Directors of the Bank together with all the requirements under the Section 7 on Continuing Listing U Requirements of the Listing Rules of the Colombo Stock Directors’ meetings and expressed their opinion which appears as =XQ reported by them on page 210. %& regulatory and other factors and such matters required to be Accordingly, the Directors are of the view that they have discharged w--$U`" their responsibilities as set out in this statement. "-^?_„J"!_„? (1) (c) and 152 (1) (c) of the Companies Act and other regulatory Company Secretary JQ Colombo (o) the Bank’s External Auditors, Messrs KPMG who were appointed "^>^?_„ in terms of the Section 158 of the Companies Act and in accordance with a resolution passed at the last Annual General Meeting, were provided with every opportunity to undertake the inspections they considered appropriate. They carried out reviews and sample checks on the system of internal controls as they STEWARDSHIP 208 Commercial Bank of Ceylon PLC Annual Report 2014 Directors’ Statement on Internal Control

Responsibility Key Features of the Process Adopted in Applying !>%q&%&%&Z<+ and Reviewing the Design and Effectiveness of the No. 11 of 2007 the Board of Directors presents this Report on Internal Control System on Financial Reporting - The key processes that have been established in reviewing the adequacy and integrity of the system of internal controls with respect The Board of Directors (Board) is responsible for the adequacy and @ -Z-"*-U%wZU& system of internal controls. However, such a system is designed  Various appointed committees are established by the Board to manage the Bank’s key areas of risk within an acceptable risk to assist the Board in ensuring the effectiveness of Bank’s daily operations and that the Bank’s operations are in accordance policies and business objectives of the Bank. Accordingly, the system with the corporate objectives, strategies and the annual budget of internal controls can only provide reasonable but not absolute as well as the policies and business directions that have been approved.  The internal audit division of the Bank checks for compliance with policies and procedures and the effectiveness of the internal The Board has established an ongoing process for identifying, control systems on an ongoing basis using samples and rotational "Z " this process includes enhancing the system of internal controls as non-compliance. Audits are carried out on all units and branches, in and when there are changes to business environment or regulatory accordance with the annual audit plan approved by the Board Audit guidelines. The process is regularly reviewed by the Board and Committee. The frequency of audits of branches is determined by accords with the Guidance for Directors of Banks on the Directors’ the level of risk assessed, to provide an independent and objective !-":- report. The annual audit plan is reviewed and approved by the Accountants of Sri Lanka. The Board has assessed the internal Board Audit Committee. Findings of the internal audit are submitted control system taking into account principles for the assessment of to the Board Audit Committee for review at their periodic meetings. internal control system as given in that guidance.  The Board Audit Committee of the Bank reviews internal control The Board is of the view that the system of internal controls in place "<+" is sound and adequate to provide reasonable assurance regarding the and management, and evaluates the adequacy and effectiveness of " the risk management and internal control systems. They also review Statements for external purposes and is in accordance with relevant the internal audit functions with particular emphasis on the scope accounting principles and regulatory requirements. of audits and quality of internal audits. The minutes of the Board Audit Committee meetings are tabled at the meetings of the Board The management assists the Board in the implementation of the of Directors of the Bank on a periodic basis. Details of the activities Board’s policies and procedures on risk and control by identifying and undertaken by the Board Audit Committee of the Bank are set assessing the risks faced, and in the design, operation and monitoring wZ<-#U of suitable internal controls to mitigate and control these risks. pages 188 to 190.

 " Bank continued to review and update all procedures and controls !Z:<+ of the Bank continued to verify the suitability of design and effectiveness of these procedures and controls on an ongoing basis. The assessment included Subsidiaries of the Bank as well. Annual Report 2014 Commercial Bank of Ceylon PLC 209 STEWARDSHIP

Directors’ Statement on Internal Control

Since the adoption of new Sri Lanka Accounting Standards Review of the Statement by External Auditors comprising SLFRS and LKAS in 2012, processes that are required The External Auditors have reviewed the above Directors’ Statement to comply with new requirements of recognition, measurement, -<#Z presentation and disclosures were introduced and implemented in "+>_^?_'Z ^?_>- nothing has come to their attention that causes them to believe that taken to make improvements to the processes where required, to the statement is inconsistent with their understanding of the process ":ZU< adopted by the Board in the review of the design and effectiveness of +J "Z ^?_>^?_':Z the need to automate the processes referred to above within a By order of the Board, suitable time plan. The Board will also take into consideration the J<!!#!‡w U^?_'" X the incurred credit loss basis that is currently being applied under W‡#U

 The comments made by External Auditors in connection with the ""^?_> K.G.D.D. Dheerasinghe M.P. Jayawardena into consideration and appropriate steps have been taken to Chairman Deputy Chairman incorporate them where appropriate.

 The Assurance Report of the External Auditors in connection on page 210.

Confirmation ZZ+ "Z to provide reasonable assurance regarding the reliability of J. Durairatnam ! Managing Director/CEO external purposes has been done in accordance with the Sri Lanka Accounting Standards and regulatory requirements of the Central Colombo Bank of Sri Lanka. "^>^?_„ STEWARDSHIP 210 Commercial Bank of Ceylon PLC Annual Report 2014 Assurance Report on Internal Control

To the Board of Directors of Commercial Bank of Ceylon PLC We were engaged by the Board of Directors of Commercial Bank of (c) Related the Statement made by the Directors to our knowledge of Ceylon PLC (“the Company”) to provide assurance on the Directors’ the Company obtained during the audit of the Financial Statements. !-%!&" (d) Reviewed the minutes of the meetings of the Board of Directors +>_^?_'^?q^?‡ and of relevant Board Committees. Annual Report. (e) Attended meetings of the audit committee at which the annual Management’s responsibility for the Statement on !- Internal Control and approved for submission to the Board of Directors. Management is responsible for the preparation and presentation %&-+U!- !w$+ covers the year under review and that adequate processes are in Z+U!-U "" >%q&%&%&Z<+ (g) Obtained written representations from Directors on matters __^??†"-< !- Sri Lanka. appropriate audit evidence cannot reasonably be expected to exist. !!!<=>?„? !!<=>?„?J! Our responsibility is to issue a report to the Board on the Statement covers all risks and controls or to form an opinion on the effectiveness based on the work performed. We conducted our engagement in -"U!!<=>?„? accordance with Sri Lanka Standard on Assurance Engagements does not require us to consider whether the processes described to !!<=>?„? <#Z+U! " -"-< disclosed in the annual report will, in fact, remedy the problems. of Sri Lanka. Our Conclusion Summary of Work Performed Based on the procedures performed, nothing has come to our Our engagement has been conducted to assess whether the attention that causes us to believe that the Statement included in Statement is both supported by the documentation prepared by or for this Annual Report on pages 208 to 209 is inconsistent with our +" + understanding of the process the Board of Directors have adopted in adopted in reviewing the system of internal control for the Company. the review of the design and effectiveness of internal control system -" To achieve this objective, appropriate evidence has been obtained by performing the following procedures:

(a) Enquired of the Directors to obtain an understanding of the "Z+ design and effectiveness of internal control and compared their Chartered Accountants understanding to the Statement made by the Directors in the

annual report. Colombo (b) Reviewed the documentation prepared by the Directors to support "^>^?_„ their Statement made.

M.R. Mihular FCA P.Y.S. Perera FCA C.P. Jayatilake FCA KPMG, a Sri Lankan Partnership and a member firm T.J.S. Rajakarier FCA W.W.J.C. Perera FCA Ms. S. Joseph FCA of the KPMG network of independent member firms Ms. S.M.B. Jayasekara ACA W.K.D.C. Abeyrathne ACA S.T.D.L. Perera FCA G.A.U. Karunaratne ACA R.M.D.B. Rajapakse ACA Ms. B.K.D.T.N. Rodrigo ACA affiliated with KPMG International cooperative (”KPMG International”), a Swiss entity. Principals - S.R.I. Perera ACMA, LLB, Attorney-at-Law, H.S. Goonewardene ACA Annual Report 2014 Commercial Bank of Ceylon PLC 211 STEWARDSHIP Managing Director’s and Chief Financial Officer’s Statement of Responsibility

The Financial Statements of the Commercial Bank of Ceylon PLC by Messrs KPMG, in order to ensure that the provision of such services (Bank) and the Consolidated Financial Statements of the Bank and does not contravene with the guidelines issued by the Central Bank of !%$&+>_^?_' Sri Lanka on permitted non-audit services or impair KPMG’s independence presented in conformity with the requirements of the following: and objectivity.

 !<!":- The Bank’s Board Audit Committee, inter alia Accountants of Sri Lanka, =X<*"  Companies Act No. 07 of 2007, -!"*J"! Accounting Policies and their adherence to Statutory and Regulatory  Sri Lanka Accounting and Auditing Standards Act No. 15 of 1995, JwZ<-  Z<>?_‡qq Report’ appearing on pages 188 to 190 The Board Audit Committee Directions, Determinations and Guidelines issued by the Central Bank regularly examined the major decisions taken by the Assets and Liabilities of Sri Lanka, Committee (ALCO) and Credit Policy Committee of the Bank, during the ":Z-<  Listing Rules of the Colombo Stock Exchange and approved by the Central Bank of Sri Lanka, to strengthen the audit and  Code of Best Practice on Corporate Governance issued jointly by The inspection functions. The continuous inspection and audit functions, -<!! -< Exchange Commission of Sri Lanka. Z<--* are followed consistently. To ensure complete independence, the External The formats used in the preparation of the Financial Statements and << "" the Board Audit Committee to discuss any matter of substance. However, -Z!:$ there are inherent limitations that should be recognised in weighing the to its shareholders on a quarterly basis. assurances provided by any system of internal control and accounting.

:!<*"" Z $<!<* complied with and ensured compliance with the guidelines for the audit of involve a high degree of judgment and complexity were discussed with listed companies where mandatory compliance is required. the Board Audit Committee and Bank’s External Auditors. Comparative information has been restated to comply with the current presentation, ;@ ;  The Group has complied with all applicable laws and regulations !!<* and guidelines and there is no material litigation against the Group information included in this Annual Report, fairly present in all material „†>Nq - Statements. $"; Group has adequate resources to continue in operation and have applied  All taxes, duties, levies and all statutory payments by the Group and all the Going Concern basis in preparing these Financial Statements. contributions, levies and taxes payable on behalf of and in respect of "$+>_^?_' We are responsible for establishing, implementing and maintaining or where relevant provided for. -*Z !;-* are in place, ensuring material information relating to the Group are made known to us for safeguarding assets, preventing and detecting fraud and/ or error as well as other irregularities, which is reviewed, evaluated and ;- *$ J. Durairatnam -* Managing Director/CEO ; or operation of internal controls and fraud that involves management or ":ZU<+ -* consistently followed. K.D.N. Buddhipala -Y The Financial Statements of the Group were audited by Messrs KPMG, Colombo Chartered Accountants and their Report is given on page 266 The Board "^>^?_„ Audit Committee pre-approves the audit and non-audit services provided STEWARDSHIP 212 Commercial Bank of Ceylon PLC Annual Report 2014 Directors' Interest in Contracts with the Bank

#"!<!W#!^'w#"+UN? !>†'>†q<#Z" business on an arm's length basis with entities where the Chairman or a Director of the Bank is the Chairman or a Director of such entities.

The results of such transactions at the Reporting date is given below:

Director/Company Accommodation Granted/Deposits Current Limit Balance/Outstanding 31.12.2014 31.12.2014 >__^^?_> Rs '000 Rs '000 Rs'000

(a) Prof. U.P. Liyanage Diesel & Motor Engineering Company PLC Loans & Advances 1,857,251 1,674,652 4,877,567 Off-Balance Sheet Accommodations 1,291,687 _„'†>q? Deposits 130,036 72,668 Chemanex PLC Loans & Advances 310,000 67,287 298,587 Off-Balance Sheet Accommodations 105,000 8,384 10,298 Deposits 38 17 Ceylon Cold Stores PLC Loans & Advances 10,000 Deposits 2,076 115 Talawakelle Tea Estates PLC Loans & Advances 165,000 27,000 8,180 Off-Balance Sheet Accommodations 10,000 Deposits 11,430 >'†N RPC Polymers (Pvt) Ltd. Deposits 3,797 4,499 Arpitech (Pvt) Ltd. Deposits 1,733 5,766 Singer (Sri Lanka) PLC Loans & Advances 2,324,623 874,623 _N'?^„> Off-Balance Sheet Accommodations 620,087 397,976 722,066 Deposits 70,144 20,890 (b) Mr. L. Hulugalle Waters Edge Hotel PLC Loans & Advances 200,000 140,970 _‡>†„? Deposits 240,298 68,501 Satnet (Pvt) Ltd. Deposits 52,370 >‡'?†^ (c) Mr. K.M.M. Siriwardana* Hotel Developers (Lanka) PLC Deposits 61 418

(d) Mr. M.P. Jayawardena Cal Exports Lanka (Pvt) Ltd. Loans & Advances 8,590 235 Off-Balance Sheet Accommodations 79,290 5,374 12,688 Deposits 9,022 †>'N %*& Loans & Advances 2,643 – 4,428 Off-Balance Sheet Accommodations 52,860 4,365 N>^_ Deposits 926 5,161 Chemanex Exports (Pvt) Ltd. Loans & Advances 10,000 – Off-Balance Sheet Accommodations 29,000 8,206 10,000 Deposits 4,044 ^>N_ --ƒ*- Loans & Advances 990,450 682,450 1,069,574 Off-Balance Sheet Accommodations 250,000 161,408 „>†N? Deposits 1,901 >‡?q --\%*& Loans & Advances 100,000 78,650 80,220 Off-Balance Sheet Accommodations 150,000 27,825 >>N_^ Deposits 50 ‡> --*" Loans & Advances 1,098,128 972,658 >'_>q? Off-Balance Sheet Accommodations 50,000 35,072 221,295 Deposits 24 24 EAP Films & Theatres (Pvt) Ltd. Deposits 11,490 9,148 EAP Broadcasting Co. Ltd. Deposits 126,727 „>?_N

žW!"^>^?_„ -^?_>">__^^?_' Annual Report 2014 Commercial Bank of Ceylon PLC 213 STEWARDSHIP Other Disclosure Requirements Under the Prescribed Format Issued by the Central Bank of Sri Lanka for Preparation of Annual Financial Statements of Licensed Commercial Banks

Disclosure Requirements Description Page No.

1. Information about the Significance of Financial Instruments for Financial Position and Performance

1.1 Statement of Financial Position

1.1.1 + Notes to the Financial Statements: ^'-< Financial Liabilities >_>>_„

1.1.2 Other Disclosures

%&! !<*@ „>>_^<+\ * 288 about credit risk and market risk, changes in fair „>'_^+ values attributable to these risks and the methods of \* 290 measurement.

%&# !<*@ category to another. „>„#< 290 & 291

%& Notes to the Financial Statements: N„_>-ƒY-= >qq held as collateral.

(iv) Reconciliation of the allowance account for Notes to the Financial Statements: " >^^* -" >^„

%& :Z with multiple embedded derivatives. multiple embedded derivatives.

(vi) Breaches of terms of loan agreements. None

1.2 Statement of Comprehensive Income

1.2.1 Disclosures on items of income, expense, gains Notes to the Financial Statements: and losses. Notes 11 - 21 to the Financial Statements >?'>__

1.2.2 Other Disclosures

(i) Total interest income and total interest expense for Notes to the Financial Statements: _^ >?'œ>?„

(ii) Fee income and expense. Note to the Financial Statements: _>- >?N

%&<" Notes to the Financial Statements: assets. _†-Y >?q

%& Notes to the Financial Statements: _^_ Receivables to Other Customers >?' STEWARDSHIP 214 Commercial Bank of Ceylon PLC Annual Report 2014

Other Disclosure Requirements Under the Prescribed Format Issued by the Central Bank of Sri Lanka for Preparation of Annual Financial Statements of Licensed Commercial Banks

Disclosure Requirements Description Page No.

1.3 Other Disclosures

1.3.1 <* !<*@ „> # -!J ^q†^‡>

1.3.2 The Bank did not elect to follow hedge accounting.

1.3.3 "@

(i) Comparable carrying amounts. Notes to the Financial Statements: Note 25 - Assets and Liabilities Measured at Fair Value and Fair Value Hierarchy >_„>_q

(ii) Description of how fair value was determined. !<*@ Note 4 - Fair Value Measurement ^q>œ^q'

(iii) The level of inputs used in determining Notes to the Financial Statements: fair value. ^„^ Fair Value - Fair Value Hierarchy >_†œ>_q ^„„\:J— Measuring the Fair Values of Assets and Liabilities in the Level 2 >_q >N„%&\ and Buildings of the Bank >'_>'N

(iv) (a) Reconciliations of movements between levels There were no movements between levels of fair value of fair value measurement hierarchy. hierarchy during the period under review. %&< Notes to the Financial Statements: instruments that fair value is determined using ^„>!—— > +>_^?_' > >_†

%&" Notes to the Financial Statements: measured. >> <! >^‡>>^

2. Information about the Nature and Extent of Risks Arising from Financial Instruments

2.1 Qualitative Disclosures

2.1.1 #X" !<*@ ># ^q_^q> Notes to the Financial Statements: Note 65 - Financial Risk Review 280-405

2.1.2 Management’s objectives, policies and processes for !<*@ managing those risks. ># ^q_^q>

#w#- Bank’ for comprehensive disclosure of management’s objectives, policies and processes. 218-245 Annual Report 2014 Commercial Bank of Ceylon PLC 215 STEWARDSHIP

Other Disclosure Requirements Under the Prescribed Format Issued by the Central Bank of Sri Lanka for Preparation of Annual Financial Statements of Licensed Commercial Banks

Disclosure Requirements Description Page No.

2.1.3 Changes from the prior period. There were no major policy changes during the period under review.

2.2 Quantitative Disclosures

2.2.1 Summary of quantitative data about exposure to each Notes to the Financial Statements: risk at the Reporting date. Note 65 - Financial Risk Review >q?'?„

2.2.2 Disclosures about credit risk, liquidity risk, market risk, operational risk, interest rate risk and how these risks are managed.

(i) Credit Risk

(a) Maximum amount of exposure (before deducting Notes to the Financial Statements: the value of collateral), description of collateral, Note 65.1.1 - Credit Quality Analysis >q_>q† J" N„_>-ƒY-= >qq that are neither past due nor impaired and information J"

(b) Notes to the Financial Statements: disclosures on age, factors considered in determining Note 65.1.1 (b) - Age Analysis by Class of Financial Assets >q> as impaired and the description of collateral on each !<*@ „>_? of Financial Assets for Factors Considered in Determining the <+- ^‡_^‡>

%& Notes to the Financial Statements: enhancements obtained or called. N„_>-ƒY-= >qq

(d) Other disclosures (as required by the Section #w# H of the Banking Act Direction No. 7 of 2011 on Commercial Bank’. 218-245 # Licensed Banks).

(ii) Liquidity Risk

%&<"" Notes to the Financial Statements: Note 58 - Maturity Analysis - Group >N‡>†_ Note 65.2.2 - Maturity Analysis of Financial Assets and Liabilities - Bank >‡'>‡†

(b) Description of approach to risk management. !<*@ ># ^q_^q>

#w# Commercial Bank’. 218-245

(c) Other disclosures (As per Section H of the #w# Z<+†^?__ Commercial Bank’. 218-245 Risk Management Framework for Licensed Banks). STEWARDSHIP 216 Commercial Bank of Ceylon PLC Annual Report 2014

Other Disclosure Requirements Under the Prescribed Format Issued by the Central Bank of Sri Lanka for Preparation of Annual Financial Statements of Licensed Commercial Banks

Disclosure Requirements Description Page No.

(iii) Market Risk

(a) A sensitivity analysis of each type of market risk Notes to the Financial Statements: to which the Bank is exposed. N„>^!"" >‡‡'?_

(b) Additional information, if the sensitivity analysis is None not representative of the entity’s risk exposure.

(c) Other disclosures (As required by the Section Notes to the Financial Statements: H of the Banking Act Direction No. 7 of 2011 on Note 65.4 - Operational Risk. '?> # Licensed Banks). #w# Commercial Bank’. 218-245

(iv) Operational Risk #w# Disclosures as required by the Section H of the Commercial Bank’. 218-245 Z<+†^?__ Risk Management Framework for Licensed Banks.

(v) Equity Risk in the Banking Book

(a) Qualitative Disclosures

Differentiation between holdings on which capital !<*@ gains are expected and those taken under other „>>__< ƒ: 287 & 288 objectives including for relationship and strategic reasons. Notes to the Financial Statements: „>>' <! 289

Discussion of important policies covering the Notes to the Financial Statements: valuation and accounting of equity holdings in the Note 4 - Fair Value Measurement ^q>œ^q' banking book.

(b) Quantitative Disclosures

Value disclosed in the Statement of Financial Position Notes to the Financial Statements: of investments, as well as the fair value of those >?^=J"! $Z >_‡>^_ QJ >> <! >^‡>>^ publicly quoted share values where the share price is >'! >>>œ>>' materially different from fair value. >„< >>„ The types and nature of investments. The cumulative realised gains/(losses) arising from Note 14 - Net Gains/(Losses) from Trading >?† sales and liquidations in the reporting period. _„$z%& >?†

(vi) Interest Rate Risk in the Banking Book

(a) Qualitative Disclosures

Nature of interest rate risk in the banking book Notes to the Financial Statements: %##ZZ&" N„>_=X# : >‡qœ>‡‡ Non-Trading Portfolios

#w# Commercial Bank’. 218-245 Annual Report 2014 Commercial Bank of Ceylon PLC 217 STEWARDSHIP

Other Disclosure Requirements Under the Prescribed Format Issued by the Central Bank of Sri Lanka for Preparation of Annual Financial Statements of Licensed Commercial Banks

Disclosure Requirements Description Page No.

(b) Quantitative Disclosures

The increase/(decline) in earnings or economic Notes to the Financial Statements: value (or relevant measure used by management) N„>^=X## for upward and downward rate shocks according to Sensitivity Analysis >‡‡'?_ U##ZZ down by currency (as relevant). #w# Commercial Bank’. 219-245

2.2.3 Notes to the Financial Statements: Note 65.1.4 - Concentrations of Credit Risk >q‡>‡^

3. Other Disclosures

3.1 Capital

3.1.1 Capital Structure

(i) Qualitative Disclosures

Summary information on the terms and conditions of Notes to the Financial Statements: the main features of all capital instruments, especially Note 65.5 - Capital Management 404 & 405 in the case of innovative, complex or hybrid capital instruments.

(ii) Quantitative Disclosure

%&:: Notes to the Financial Statements: disclosure of: Note 65.5 - Capital Management 404 & 405 - Paid-up share capital/common stock - Reserves - Non-controlling interests in the equity of subsidiaries - Other capital instruments +: %&::: (c) Other deductions from capital (d) Total eligible capital

3.1.2 Capital Adequacy

(i) Qualitative Disclosures

A summary discussion of the Bank’s approach to Notes to the Financial Statements: assessing the adequacy of its capital to support Note 65.5 - Capital Management 404 & 405 current and future activities. #w# Commercial Bank’ 218-245

(ii) Quantitative Disclosures

(a) Capital requirements for credit risk, market risk and operational risk #w# Commercial Bank’ 218-245 %&:: STEWARDSHIP 218 Commercial Bank of Ceylon PLC Annual Report 2014 Managing Risk at Commercial Bank

Scope of Risk and the Risk Management Framework At Commercial Bank, the management of risk plays a pivotal part in Liquidity Risk and Operational Risk. The Bank is aware of a wide : spectrum of risks that it is exposed to and provides attention to each mitigation, monitoring and reporting of risks associated with products, and every risk factor that could hinder the achievement of Bank’s processes, systems and services of the Bank is an integral part that overall objectives. The risk management function strives therefore J ˆ` customers and counterparties. returns within the risk appetite of the Bank.

The risk management function of the Bank comes under the direct The Bank has put in place structures and processes to address these Z#- %Z#-& committees of the Bank. Z"X to risks that include but are not limited to Credit Risk, Market Risk,

#ZQ

Committees Key Objectives Represented by

Z# To ensure that the Bank-wide risks are Refer pages 185 and 186. -%Z#-& managed within the risk strategy and appetite established by the Board of Directors. Board Credit Committee(BCC) To assist the Board to analyse and review Refer page 191. the credit risk control measures in the lending area, evaluate and recommend high value credit proposals and comply with CBSL regulations. =X# To monitor and review all the risk exposures Risk Management, Personal Banking, -%=#-& and risk-related policies and procedures -Z:"z affecting credit, market and operational Audit, Compliance and Finance. Z#- Assets and Liabilities Committee (ALCO) :ZU Treasury, Corporate Banking, Personal maintaining market and liquidity risks within Banking, Risk Management and Finance the Bank’s risk appetite. Credit Policy Committee To review and approve credit policies Corporate Banking, Personal Banking, Risk and procedures to ensure that all credit # portfolios are properly managed within the Branch Credit Monitoring. lending strategies of the Bank. Executive Committee on Monitoring NPAs To review and monitor the Bank’s Non- Corporate Banking, Personal Banking, performing Advances (NPAs) above Recoveries and Risk Management. Rs. 5.0 Mn. to initiate timely corrective actions to prevent and reduce credit losses. Business Continuity Management Steering To direct, guide and oversee the activities Key members in the Bank’s Corporate Committee (BCMSC) of the Business Continuity Plan (BCP) of Management covering all business lines that the Bank which aligns with the strategic come under their purview. direction provided by the Board with regard to BCP development and maintenance. !"-%!-& To support in continuously meeting :Y# the information security objectives and z< requirements of the Bank.

+-XZ-!-!--YY X!- These committees carry out independent risk evaluations both qualitative and quantitative and the results are shared with Line Managers, Senior Management and Board of Directors in order to initiate mitigatory measures. Annual Report 2014 Commercial Bank of Ceylon PLC 219 STEWARDSHIP

Managing Risk at Commercial Bank

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R i sk – s L Ap ce A - peti eran – l te and Tol n a tio n ca io nti t Ide ra Risk pe O - et ark t - M Credi

Three Lines of Defence Z"wU #z<

Line Management Cultivates a culture of risk awareness and embed it as a part of role description for all employees.

Risk Management Reviews and challenges the self-assessment of risks and controls developed by the business units and independently oversees the implementation and adherence to the policies by the Line Management.

z< Conducts periodic and independent review of all material risks and assess the appropriateness of the internal controls. STEWARDSHIP 220 Commercial Bank of Ceylon PLC Annual Report 2014

Managing Risk at Commercial Bank

Risk Profile Dashboard The Bank has established policy parameters on tolerance limits on a Aggregation and monitoring of risk tolerances ensure that the Bank ": : with CBSL and other regulatory frameworks as well as Bank-wide appetite of the Bank will be monitored through a high-level risk focus on targets such as capital adequacy, overall external rating, appetite and tolerance dashboard for the Senior Management and "-# the Board of Directors as well as individual dashboards for major aspects are evaluated through numerous types of concentrations and business units. asset quality levels whereas Market Risk aspects focus on liquidity, interest rate, Foreign Exchange and concentration of products and The desired level under each indicator is being monitored against markets. Operational Risk aspects focus on major risk types under achievement on a regular basis to provide a clear perspective of Z:# Z achieving strategic objectives of the Bank.

Basel II Framework :Z*"ZQ

First Pillar Second Pillar Third Pillar

Concept Maintenance of minimum regulatory Supervisory review process to Complements the minimum capital capital for credit risk, market risk and requirement and the supervisory operational risk of the Bank to determine whether % the Bank should hold higher level of second Pillars) by developing a set of capital than the minimum requirement disclosure requirements to facilitate *: market participants to assess the risk "-<<* exposures of banks and the way in %-<J" which the risks are managed. Assessment Process).

Progress Made Computation of capital adequacy as The Bank has implemented a The Bank started providing by the Bank per regulatory requirements -<<* a comprehensive set of Risk %#^^>& +^?_> Management disclosures from assistance of an overseas risk 2012 in line with the regulatory " requirements to enhance market discipline. Annual Report 2014 Commercial Bank of Ceylon PLC 221 STEWARDSHIP

Managing Risk at Commercial Bank

J# Management Framework prescribed by the regulator, the Bank has Risk Management Organisational Chart Z* Risk Management by acquiring risk management software systems for credit, market and operational risks. Board of Directors

Basel III and Beyond "JZ initiated establishing one of the standards prescribed under Basel J"-#%-#&<" Chairman of the Board Integrated Risk calculations are being shared with the Central Bank of Sri Lanka Management Committee "Z Z##Z Z requirements as and when they are to be implemented in Sri Lanka. Chief Executive Officer (CEO) Bank’s Risk Appetite Framework Z :Z Chief Risk Officer/Chief comprehensive risk appetite framework that helps to better understand Manager-Risk and manage the risks by translating risk matrix and methods into strategic decisions, reporting and day-to-day business decisions.

#JZ willing to assume in different areas of business in achieving its ` Market & Liquidity Credit Risk Operational Risk Risk Tolerance limits for various types of risks such as credit risk, market :" the Bank and these limits are periodically reviewed to capture factors such as:

 Evolving business and strategic objectives of the Bank.  Changing local and global economic conditions. Senior Senior Senior Senior Senior  Changes in regulatory requirements. Manager Manager Manager Manager Manager  Dynamic and competitive business environment. Market Credit Risk Credit Risk Social & Operational Risk & ICAAP Review Environmental Risk  Risk  Behaviour of historical loss data.  Adequacy of existing systems and controls. Treasury Middle Office IT Risk A comprehensive limit system is adopted to translate the risk appetite of the Bank so that it is understandable and practical to implement, while catering to current sophisticated level of the operations. STEWARDSHIP 222 Commercial Bank of Ceylon PLC Annual Report 2014

Managing Risk at Commercial Bank

Risk Type <*"Z Approaches Adopted by CBC Future Plan

Credit Risk Basel Accord prescribes three Presently the Bank follows the The Bank is in the process of approaches of increasing Standarised Approach in calculating Z sophistication: the capital requirement for Credit Risk. approaches in measuring Credit Risk 1. Standardised Approach for capital calculations. ^ #Z%& <%#Z& > #Z%<& <%<#Z&

Market Risk Z The Bank currently follows the The Bank commenced calculating determining capital requirement for Standardised Approach in estimating Market Risk VaR at portfolio level. Market Risk the minimum capital requirement for This will pave the path for the Bank 1. Standardised Measurement its Market Risk exposures.  Method Approach in calculating the capital requirement for Market Risk ^ <\ at Risk (VaR) Models

Operational Risk The Operational Risk capital could be The Bank currently adopts the Basic The Bank is in the process of Q < migrating to TSA while due _ Z<%Z<& Operational Risk capital requirements. consideration is being given to ASA. Further, the Bank also commenced 2. a. The Standardised Approach (TSA) requirements for AMA, with the b. Alternative Standardised implementation of Operational Risk Approach (ASA) Management software system. > << (AMA) Annual Report 2014 Commercial Bank of Ceylon PLC 223 STEWARDSHIP

Managing Risk at Commercial Bank

Pillar I Capital Calculation Capital Adequacy Computation – Group

<+>_ 2014 ^?_> Rs. ’000 Rs. ’000

1. Capital Adequacy Ratios 1.1 Core Capital Ratio

Total Eligible Core Capital (Tier l Capital) (Refer Note 2.1) 58,662,124 51,649,064 :#;<%#>& 448,906,025 >qq>q'^'† Total Eligible Core Capital (Tier l Capital) (Minimum Requirement 5%) (%) 13.07 _>>?

1.2 Total Capital Ratio

Total Capital Base (Refer Note 2.2) 72,832,325 65,747,955 :#;<%#>& 448,906,025 >qq>q'^'† Total Capital Ratio (Minimum Requirement 10%) (%) 16.22 _N‡>

2. Computation of Capital 2.1 Computation of Eligible Core Capital (Tier l Capital)

Paid-up Ordinary Shares/Common Stock/Assigned Capital 21,457,501 _‡„qNq_> Statutory Reserve Fund 4,327,103 >†Nq?‡' *#*z%<& 1,667,087 _N'^>N? General and Other Reserves 32,020,287 27,092,271 "%& 47,564 >q††q

Less: Deductions/Adjustments Goodwill 400,045 Other intangible assets 456,185 477,728 Advances granted to employees of the Bank for the purchase of shares of the Bank (ESOP) 786 1,122 „?€—Z!"- – „?€-YZ 402 402 Total Eligible Core Capital (Tier I Capital) 58,662,124 51,649,064

2.2 Computation of Total Capital Base (Regulatory Capital)

:=--%:-&%#^_& 58,662,124 51,649,064

Supplementary Capital Revaluation Reserves (as approved by Central Bank of Sri Lanka) 2,034,231 ^?>'^>_ General Provisions 1,836,058 1,656,465 Approved Subordinated Term Debt 10,300,314 10,408,596

Less: Deductions/Adjustments „?€—Z!"- – „?€-YZ 402 402 Total Capital Base 72,832,325 65,747,955 STEWARDSHIP 224 Commercial Bank of Ceylon PLC Annual Report 2014

Managing Risk at Commercial Bank

<+>_ 2014 ^?_> Rs. ’000 Rs. ’000

3. Computation of Risk-Weighted Assets - RWA Credit Risk RWA of On-balance sheet assets (Refer Note 4.1) 357,895,337 >_^‡'qq>^ RWA of Off-balance sheet assets (Refer Note 4.2) 36,624,440 29,150,668 Total RWA for Credit Risk (a) 394,519,777 >'^?‡‡„??

Market Risk --## 525,669 ^‡?>>_ Capital Charge for Equity 70,347 N>??? Capital Charge for Foreign Exchange & Gold 123,188 177,955 Total Capital Charge for Market Risk 719,204 „>_^qN

Total RWA for Market Risk (Total Capital Charge for Market Risk x 10) (b) 7,192,045 „>_^qN_

Operational Risk $ _ 32,989,114 ^>_NN__^ ^ 24,964,114 ^„†N>††_ > 36,435,177 >>?_>qqq Average Gross Income 31,462,802 ^†>_'„‡? Total Capital Charge for Operational Risk - (Average Gross Income x 15%) 4,719,420 4,097,189 Total RWA for Operational Risk - (Total Capital Charge for Operational Risk x 10) (c) 47,194,203 40,971,886

Total Risk-Weighted Assets (a+b+c) 448,906,025 >qq>q'^'†

4. Computation of RWA of On-Balance sheet and Off-Balance Sheet Assets 4.1. Computation of RWA of On-Balance Sheet Assets

<+>_ 2014 ^?_> Risk-weight On-Balance Risk-weighted On-Balance Risk-weighted Factor Sheet Assets Assets Sheet Assets Assets % Rs. ’000 Rs. ’000 Rs. ’000 Rs. ’000

Claims on Government of Sri Lanka and Central Bank of Sri Lanka 0 296,402,175 – _qN^^'>>? Claims on Foreign sovereigns and their Central Banks 0-150 14,474,568 14,474,568 _>?_>'„† _>?_>'„† Claims on Public Sector Entities (PSEs) 20-150 2,001,386 2,001,386 1,106,695 1,106,695 Claims on Banks 0-150 22,000,718 9,123,717 †'>_?_q >_†_„N' - 20-150 6,717,256 2,595,421 >'q>^„> 1,421,616 Claims on Corporates 20-150 180,382,044 163,169,705 201,017,165 _q‡‡„'>>N Retail claims 75-100 128,387,920 106,252,471 N>?q††>„ '†>^_N^‡ Claims Secured by Residential Property 50-100 34,128,075 27,615,834 >_N‡N‡q_ 26,829,841 Non-performing Assets (NPAs) 50-150 7,673,647 10,687,124 ††>_‡^_ 10,914,776 - 0-20 13,678,575 950 __„_'>_q 854 Property, Plant & Equipment 100 11,243,805 11,243,805 9,285,554 9,285,554 Other Assets 100 10,730,355 10,730,355 9,928,510 9,928,510 Total 727,820,525 357,895,337 „'„„^?‡>q >_^‡'qq>^ Annual Report 2014 Commercial Bank of Ceylon PLC 225 STEWARDSHIP

Managing Risk at Commercial Bank

4.2. Computation of RWA of Off-Balance Sheet Assets

<+>_ 2014 ^?_> Risk-weight Principal Amount Risk-Weighted Principal Amount Risk-Weighted Factor of Off-Balance Assets (*) of Off-Balance Assets (*) Sheet Assets Sheet Assets % Rs. ’000 Rs. ’000 Rs. ’000 Rs. ’000

Claims on Banks 0-150 (a) Foreign Exchange Contracts 110,163,778 1,478,510 104,154,205 1,505,166 i. Original Maturity-less than one year 110,163,778 1,478,510 104,154,205 1,505,166

Claims on Corporates 20-150 (a) Direct Credit Substitutes 19,339,591 18,094,265 _N„^‡''> _>‡q_'^' $$ 19,339,591 18,094,265 _N„^‡''> _>‡q_'^' (b) Transaction-related Contingencies 9,655,456 4,825,310 9,678,648 '„^‡>†‡ i. Performance Bonds, Bid Bonds & Warranties 9,650,119 4,822,641 9,678,648 '„^‡>†‡ ii. Others 5,337 2,669 (c) Short-Term Self-Liquidating Trade-Related Contingencies 44,215,017 8,725,516 >‡'†'‡?' 7,409,905 i. Shipping Guarantees 2,042,463 386,509 1,621,825 192,981 ii. Documentary Letters of Credit 19,629,284 3,830,353 20,059,254 >N„q_„‡ iii. Trade related acceptances 1,663,030 332,606 iv. Others 20,880,240 4,176,048 _††‡>q^„ >„„q†N„ (d) Foreign Exchange Contracts 19,457,853 374,013 >?q„?„'† 479,518 i. Original Maturity-less than one year 19,259,628 364,102 >?q„?„'† 479,518 ii. Original Maturity-More than one year and less than Two years 198,225 9,911

Retail claims 75-100 (a) Direct Credit Substitutes 5,220,140 1,840,022 2,604,851 902,476 $$ 5,220,140 1,840,022 2,604,851 902,476 (b) Transaction-related Contingencies 2,387,898 454,785 1,157,244 221,400 i. Performance Bonds, Bid Bonds & Warranties 2,387,898 454,785 1,157,244 221,400 (c) Short-Term Self-Liquidating Trade-Related Contingencies 5,785,464 832,019 1,084,871 121,400 i. Shipping Guarantees 128,185 17,394 _>_^q† __>‡_ ii. Documentary Letters of Credit 5,657,279 814,625 ‡„>„q' 110,009 Other Commitments with an Original maturity of up to one year or which can be unconditionally cancelled at any time 0 97,266,455 – 68,984,511 Undrawn Term Loans 15,766,856 – †q'?^N> Undrawn Overdraft Facilities/Unused Credit Card Lines 56,599,992 – 'N'?‡>?> Others 24,899,607 – _'†>'‡'„ Total 313,491,652 36,624,440 274,519,224 29,150,668

%ž&#YZ!--%--&Z"- Bank of Sri Lanka and net of cash securities. :Z=X-<%=-<& 1. Fitch Ratings Lanka Ltd. 2. Lanka Rating Agency Ltd. >"U 4. Standard & Poor’s „-#< :=-<#:Z" Regulator. STEWARDSHIP 226 Commercial Bank of Ceylon PLC Annual Report 2014

Managing Risk at Commercial Bank

CREDIT RISK 1. Overview Credit Risk is the potential loss that could arise when a counterparty Bank has introduced a comprehensive and robust risk rating system or borrower fails to meet its obligations under a contract. Though a Z " wYZ diverse risk factors through a single point of indicator and predicting !UwYZ!U w*"+U%*+& transactions such as Letters of Credit, Guarantees, Documents :Y Against Acceptance etc. A deterioration of counterparty credit quality ` and/or market volatility can lead to potential credit risk related losses while supporting the Bank’s endevours in the direction of progressing Z:""Z Z!< Z #Z%#Z&

2. Management Process Bank’s general policy is to assume credit exposures with short to medium term maturities. This reduces the overall credit risk in the The Bank has a well-structured credit risk management process that portfolios, to a great extent. The overall credit risk exposure on certain involves assessing, quantifying, monitoring, pricing and mitigating risk categories (i.e. single borrower, industry sectors, products etc.) credit risk exposures in line with the established policy framework are monitored and controlled through a set of prudential exposure which has been approved by the Board of Directors. limits established by the Board of Directors. The Credit Risk Management Framework includes comprehensive " 4. Functionalities of Credit Risk Management different committees to address various aspects of the credit risk Credit risk management comprises of three main functional management process in order to maintain the quality of the credit components namely, Credit Risk Management, Credit Risk Review and portfolio of the Bank. the Environmental Risk Review. While the Credit Risk Management evaluates proposals at the pre-sanction stage, the Credit Risk Review The policies ensure quality, consistency and transparency in the credit Function assesses the proposals at post-sanction stage. risk approvals at all times. They also promote a disciplined credit Z" Environmental Risk Review Function plays a role at both pre- and post-sanction stages to ensure that the Bank’s lending activities are The Bank considers the credit risk management as a value enhancing "ZUw!= activity that goes beyond regulatory compliance. Therefore risk System (SEMS)’ Policy. Bank’s social and environmental risks optimisation, a sound credit approval process based on highest arise from its customers due to the inherent nature of operations ethical standards, an appropriate credit administration, measurement of those customers. These risks are not static but rather dynamic and monitoring process and adequate controls over credit risk on a and subject to change over time. SEMS framework ensures that continuous basis are made essential components of same. `"Z maintained in a manner consistent with the requirements of SEMS The Board of Directors has approved the hierarchy for granting credit " approvals. The exposures beyond certain predetermined levels require " and environmental related activities. The integration of SEMS into the The Bank also has a robust post approval monitoring function of its credit evaluation process ensures the due consideration is given for credit portfolio. environmental and social aspects which not only enriches the credit culture of the Bank but also contributes in preserving the social and 3. Credit Risk Appetite environmental aspects of the society at large. The Board of Directors set the credit risk appetite of the Bank in order to manage the credit risk, where limits on maximum exposures 5. Credit Risk Mitigation and Monitoring " Y""" thorough qualitative and quantitative assessment. The Credit Policy advances granted. Advances with potential vulnerabilities which and the Lending Guidelines of the Bank have documented the credit J" :Z with the assistance of the Branch Credit Monitoring Unit. Meanwhile, Qwƒ W"-#%W-#& #Uw*<U;wƒ and advances segmentation by business lines and products, risk Risk’ category are approved only under exceptional circumstances rating, economic sectors, exposures, analysis of NPL portfolio and with a strong business rationale and with adequate risk mitigants, default ratios, analysis of high risk segments, concentration and w*<U" cross border exposures etc. are prepared on a monthly basis. Credit entertained at all. #"ˆ portfolio of the Bank in an objective manner, comparing same against established policy parameters to ensure an effective credit risk monitoring mechanism. Annual Report 2014 Commercial Bank of Ceylon PLC 227 STEWARDSHIP

Managing Risk at Commercial Bank

At portfolio level, the Bank monitors the advances at the highest Quantitative Disclosures in relation to Credit Risk possible granularity to effectively capture portfolio characteristics Monitoring and possible correlations between portfolios and environmental factors. Further, the Bank tracks the quality of the loan book on a regular basis by analysing the trends in different lending portfolios. This process also enables the Bank to identify any emerging risks in the individual credit portfolios and to take suitable, timely corrective actions. Another main focus of credit portfolio management process X the Bank’s advances portfolio into thriving economic segments, whilst reducing the overall credit concentration and optimising returns.

-#—%-#—&# +%#+& suitable amendments if required, after reviewing the existing credit "-#—" X established credit risk framework of the Bank and that they are in compliance with the internal as well as regulatory requirements.

<-# Function is properly carried out through an independent review.

Approximately 90% of the advances portfolio is above Risk Rating 5 (i.e. Better than average). STEWARDSHIP 228 Commercial Bank of Ceylon PLC Annual Report 2014

Managing Risk at Commercial Bank

Both Gross and Net NPA have recorded a downward trend from the second quarter of the year and have ended on an improved position 'J^?_>

Z of borrowers of Sri Lankan Domestic Banking Unit operation ˆ

As a prudent measure, the Bank adopts internal policies which are at times more stringent than the regulatory requirements where the Non-Performing Advances portfolio is concerned.

YXZ #!*ƒ* Special Provisions. Annual Report 2014 Commercial Bank of Ceylon PLC 229 STEWARDSHIP

Managing Risk at Commercial Bank

!*<*+>_^?_'""!%!Y&

Outstanding !* Amount Written-Off "! Rs. Mn. Rs. Mn. Rs. Mn.

Exports ‡††>> >^„>‡ 19.69 2,298.06 700.82 51.09 Wholesale and Retail Trading 985.52 >‡N'‡ _?>† -" 1,750.85 284.47 2.11 2,091.08 †>^q? '†„> Agriculture ‡^q'> „>N†_ ^_†> Housing 444.29 209.51 0.44 Tourism and allied _?q>‡„ 849.55 0.69 Personal >^>‡^‡ 1,797.09 50.19 Services 1,150.51 '>_^' 17.18 Holding companies 5.44 >?q Z 47.75 28.07 State institutions 0.02 Any other commercial activity 575.22 220.92 4.99 Miscellaneous ^N„_> 85.08 1.11 Total 15,842.89 NN?_^> 227.11

@:!

!*<*+>_^?_'"$<%!ZY&

Province Total NPA !* General for Bad Debts Provision Rs. Mn. Rs. Mn. Rs. Mn.

Central Province 615.17 280.08 75.69 Eastern Province ^^?>' __q'> 12.16 North Central Province 481.20 195.50 22.81 Northern Province 829.60 ''>N‡ _q>‡ North Western Province 1,294.08 528.27 75.70 Sabaragamuwa Province 446.27 182.44 >†q_ Southern Province 1,647.97 701.49 87.11 Uva Province 190.24 68.64 22.72 Western Province 10,118.01 4,082.70 _>‡†^‡ Bangladesh N„^>N N„^> qN>‡ Maldives Other Foreign Geographies Total 16,495.25 6,666.47 _q>N?†

@:!

Managing Risk at Commercial Bank

Concentration Risk Counterparty Exposures The Bank has laid down policies and procedures to manage the performance of these counterparties. The concentration levels on credit risk on local and foreign counterparty banks including a the said limits are closely monitored by the Credit Risk Management comprehensive set of limits. These exposures to counterparty banks Unit and the exposures are reported to the Senior Management and are monitored at frequent intervals against the established prudent Board Committees on a regular basis. Exposure limits are reduced, z suspended or cancelled upon adverse market information that might hamper performance of a counterparty bank.

The Bank in its normal course of business strives to deal with other A similar approach is adopted in managing the counterparty risk in %& Bangladesh as well. order to minimise risk on its exposures. The Bank had not encountered any counterparty bank default locally or overseas during 2014. Annual Report 2014 Commercial Bank of Ceylon PLC 231 STEWARDSHIP

Managing Risk at Commercial Bank

Cross-Border Exposures "XZX The Bank has exposure to country risk through a spread of to cross-border risks - the risk that Bank will be unable to obtain counterparties based across the globe. The Bank keeps a vigilant payment from its customers or third parties on their contractual watch on the developments that might have an impact on settlement obligations as a result of certain actions taken by foreign of its exposures and relies on independent risk ratings as a criterion governments, mainly relating to convertibility and transferability of for evaluating cross-border risk. foreign currency.

Cross-border assets comprise of loans and advances, interest- bearing deposits with other banks, trade and other bills and acceptances which predominantly relate to short-term money market activities.

Cross-border exposures are subjected to a limit structure to minimise risk arising from over concentration and possible settlement risk. Selection of counterparties has been carried out using stringent evaluation and imposing different threshold levels to facilitate monitoring and timely action to suspend limits to countries due to global economic and/or political developments when necessary.

The high level of cross-border exposures to Hong Kong, USA, $"! " counterparties in these countries. STEWARDSHIP 232 Commercial Bank of Ceylon PLC Annual Report 2014

Managing Risk at Commercial Bank

Collateral Management and Valuation 2. Management Process The primary source of repayment of credit exposures is the cash Risk Management Framework of the Bank ensures the appropriate "Z management of the market risks within the overall risk appetite so that secondary recourse. Collateral generally include cash, marketable adverse changes in market risk parameters, do not materially impact securities, properties, stocks, trade debtors, other receivables ZU" "J" Upon recognising various sources of risks, their characteristics and Clear guidelines are in place to determine the suitability of collateral possible outcomes resulting from transactions undertaken by the in credit risk mitigation based on their different characteristics and Bank, Market Risk Management process functions in compliance with for valuation, to ensure the collaterals will continue to provide the the Board approved Market Risk Management Policy. anticipated secondary source of repayment in an eventuality. The Bank has a panel of appointed professional valuers in order to obtain <"%<& valuation of the properties, machinery and vehicles obtained as Policy, Foreign Exchange (FX) Risk Management Policy, Derivative collaterals against credit exposures. *":"*"!:*"X limits and procedures within which such transactions are required Periodic estimation of values of collateral ensures that they will to be undertaken. Market risk limits set out in the above policies are continue to provide the expected repayment source in an event where regularly reviewed by Asset and Liability Management Committee the primary source has not materialised. The collaterals vulnerable to %<-Y&=X#- J `z %=#-&<:%<:& more frequent valuations. are also in place either at portfolio level or at risk factor level. Bank uses a range of techniques including sensitivity analysis, stress The Bank also accepts personal and/or corporate Guarantees, testing, marking-to-market and Value-at-Risk (VaR) calculations to Guarantees from other banks and credit-worthy bodies as collateral assess market risk across portfolios. : ALCO is the core management committee that regularly establish their capacity to repay the facilities in case of a monitors market risk exposures and initiates appropriate default. action to optimise overall market risk exposures within the Z` MARKET RISK functions carried out by ALCO include: 1. Overview J"Z Market risk is the potential of an adverse impact on articulating interest rate review of the Bank and Bank’s earnings or capital due to changes in interest deciding on future business strategies and pricing, rates, foreign exchange rates, commodity prices or maintaining an appropriate Balance Sheet mix to suit equity and debt prices. During the normal course of the current market and potential trends, competition Z and the Bank’s strategies, loans, deposits, securities, short-term borrowings, long-term debt etc., to facilitate both customer-driven monitoring asset and liability gaps, and rate shock and proprietary transactions which expose the Bank %& to market risk in varying degrees. appropriate measures such as changing interest rate structure of the Balance Sheet, launching suitable long-term and short term products and improving funding policies. Annual Report 2014 Commercial Bank of Ceylon PLC 233 STEWARDSHIP

Managing Risk at Commercial Bank

3. Functionalities of Market Risk Management Re-pricing risk occurs due to differences in amounts of assets and liabilities getting re-priced at the same time or due to timing The Market Risk Management governance structure is based on X" the understanding that each Business Head is responsible for YZ! Bank monitors this risk through internally set re-pricing gap limits and causes and consequences in relation to their business line. Market interest rate sensitivity limits on a regular basis. #—%#—&#+ coordinating and performing daily Market Risk Management activities including measuring, monitoring and reporting of market risk gradient of the yield curve, while basis risk arises due to differences exposures, and reviewing Bank’s market risk related policies and in the relative movement of rate indices used for pricing instruments X" ## on market risks associated with new investment proposals and Bank. These risks are managed by appropriately re-balancing and/or re-pricing portfolios. risk-return trade off. :##Z"" :"Y%:Y&#— Treasury in a consolidated manner through Funds Transfer Pricing ":"Y (FTP) mechanism under the guidance of ALCO. %&:"ZY%&:Y independently monitors, measures and analyses market risk exposures The Bank uses several tools such as gap analysis (income as per the comprehensive limit framework pertaining to Treasury perspective) and duration analysis (value perspective) to monitor transactions. Further it reports on MATs, which alert of imminent limit ## breaches and recurring loss events, to initiate preventive measures to characteristics of all assets and liabilities of the Bank’s Balance mitigate potential losses. !:Z##X= at Risk (EAR) approach focusing on the impact of interest rate Z changes on its near-term earnings and the Economic Value of Equity factors monthly, quarterly or on need basis to estimate potentially %=\=&ZU X or scenarios. Such results provide Senior Management with a clear perspective of how resilient the Bank is to sudden plausible market changes.

4. Market Risk Mitigation and Monitoring During the year 2014, the Bank did not have any exposure to commodity related price risk and only a negligible exposure on equity and debt price risk which was less than 1.6% of the total risk weighted exposure for market risk. Therefore, market risk exposure "##%##& Exchange (FX) Risk.

INTEREST RATE RISK (IRR) ##XZU movements in interest rates. Extreme down side movements in ZU " YZ!:"##Z exposed to are re-pricing risk, yield curve risk and basis risk. STEWARDSHIP 234 Commercial Bank of Ceylon PLC Annual Report 2014

Managing Risk at Commercial Bank

Market Risk Portfolio Analysis Interest Rate Sensitivity Gap Analysis of Assets and Liabilities [Sri Lanka and Bangladesh Operations]

Up to 1 _> >N 6-12 _> >„ Over 5 Non- Month Months Months Months Sensitive Total Rs. Mn. Rs. Mn. Rs. Mn. Rs. Mn. Rs. Mn. Rs. Mn. Rs. Mn. Rs. Mn. Rs. Mn.

Cash on Hand _>^NN 13,266 Deposits with Central Banks 167 19,467 19,634 Balances due from ƒY< Own Branches – Balances due from Other Banks ^__^> 198 1,057 22,378 51,577 11,660 21,082 22,740 >''N‡ †>?'„ 51,277 ^'>„ 268,285 Bills of Exchange †>'^ 7,342 Overdrafts ''†„> 10,144 >>^„ 7,641 > 65,866 Loans and Advances 154,285 ^q^‡> ^N^?> 55,909 >‡N‡^ 19,706 †_‡> 331,281 NPLs _>‡_ 1,391 Fixed Assets _?>‡^ 10,392 Z: – < – Other Assets 10,788 10,788 Reverse Repos >^„?^ 7,521 1,175 41,198 FRAs – SWAPs – Futures – Options – Others – Total 311,749 57,816 52,842 86,290 74,164 92,751 58,470 57,739 791,821 Demand Deposits 48,960 48,960 Savings Deposits 198,607 198,607 Time Deposits 47,471 68,285 „?>q> q?q>^ __>__ 6,261 8,578 273,121 Other Deposits – ZƒY <YZ – Balances due to Other Banks 18,071 89 >>?' _>^^ 22,786 -+ >^N 24 ^> 101 247 „> 774 Other Borrowings 2,660 6,921 584 >†N 674 >_? 11,525 Z Transactions – Bills Payable – *" 16,107 16,107 Provisions (Others) – Capital 21,458 21,458 Reserves >_q^† 31,827 Retained Earnings _„^>‡ 15,239 Annual Report 2014 Commercial Bank of Ceylon PLC 235 STEWARDSHIP

Managing Risk at Commercial Bank

Up to 1 _> >N 6-12 _> >„ Over 5 Non- Month Months Months Months Sensitive Total Rs. Mn. Rs. Mn. Rs. Mn. Rs. Mn. Rs. Mn. Rs. Mn. Rs. Mn. Rs. Mn. Rs. Mn.

Subordinated Debt 9,911 972 10,883 Other Liabilities _>N_^ 13,612 Repos 68,592 17,547 ^^>'‡ 16,564 1,870 126,922 FRAs Futures – SWAPs – Options – Total 345,638 92,866 76,643 99,195 15,074 6,314 8,888 147,203 791,821 Period Gap %>>qq‡& %>„?„?& %^>q?_& (12,905) 59,090 qN'>† 49,582 Cumulative Gap %>>qq‡& %Nq‡>‡& (92,740) (105,645) (46,555) >‡qq^ 89,464 RSA/RSL 0.90 0.62 0.69 0.87 4.92 14.69 6.58

The above gap report is prepared by stratifying Rate Sensitive Assets Z##Z (RSA), Rate Sensitive Liabilities (RSL), and Off-Balance Sheet items Z%##ZZ& "%X& " X% &: -X!%!& RSA and RSL indicates the vulnerabilities the Bank is exposed to with Held-for-Trading (HFT) category due to abnormal market movements changing interest rate scenarios in the market. is measured using both Economic Value of Equity (EVE) and Earnings #%=<#&### W#- " "ˆ"Z" monitored to ascertain the Bank’s vulnerability to sudden interest rate and capital. %#N„>^&" `^?_>^?_' Foreign Exchange (FX) Risk Foreign Exchange risk is the possible impact on earnings or Sensitivity to projected NII capital, due to movements in exchange rates arising out of maturity mismatches in foreign currency positions other than the base 2014 ^?_> currency, Sri Lankan Rupee (LKR). The Bank has set stringent risk 100 bp 100 bp 100 bp 100 bp tolerance limits for individual currency exposures as well as aggregate Parallel Parallel Parallel Parallel Up Down Up Down exposures within the regulatory limits to ensure that potential losses Rs. ’000 Rs. ’000 Rs. ’000 Rs. ’000 §ˆ within the Bank’s risk appetite. <+>_ 494,488 (495,461) ‡>N_†q (875,597) < 751,326 %†„>‡Nq& q^_^>‡ (805,472) —!+zW#X #_>?_† X 893,537 %‡?_>^†& ‡>N_†q (894,456) #_>_>?%@Z& under review and the annual Rupee depreciation was recorded at  494,488 (495,461) 677,595 (676,712) approximately 0.90%. Although the movement in the exchange rate was marginal in 2014, the Bank continued to monitor the sensitivity of the Net Open Position (NOP) to changes in USD/LKR exchange rates ""X%#N„>>&

Y*"" shocks ranging from 6% to 15% in order to estimate the impact on "J"Z%#N„>>& STEWARDSHIP 236 Commercial Bank of Ceylon PLC Annual Report 2014

Managing Risk at Commercial Bank

EQUITY RISK Equity and Debt price risks result from being exposed to changes ALCO, being the main stakeholder meets at least fortnightly and in prices and volatilities of individual equities. Although the Bank’s plays an important role in the Bank’s liquidity management function. exposure to this risk is negligible, mark-to-market calculations are ALCO’s main responsibilities include establishing and monitoring conducted either daily or quarterly on held-for-trading and available- liquidity targets together with strategies and tactics to meet those for sale portfolios respectively, to identify the impact due to changes "J" in equity prices. The Bank has also commenced VaR calculations on " equity portfolio. and tenors of funding, monitoring Off-Balance Sheet activity related liquidity impact and diversifying deposit maturity base avoiding COMMODITY RISK concentration of resources. Commodity price risks result from exposures to changes in prices Exposures against tolerance limits and liquidity ratios are regularly and volatilities of individual commodities. However, the Bank does not monitored by ALCO to take informed decisions with regard to the have any exposure in commodity risk. Bank’s liquidity position and potential funding requirements.

LIQUIDITY RISK J"Z J"ZU"wYUwYUZ %"& % !" &:" due, without incurring unacceptable losses. Banks in general are liquidity risk indicators used by the Bank to assess adequacy of vulnerable to liquidity and solvency problems resulting from asset and its liquidity position includes, Statutory Liquid Asset Ratio (SLAR), liability mismatches. Therefore, the principle objective in liquidity risk Net Advances to Deposit Ratio, Dynamic and Static (Structural) management is to assess the need for funds to meet obligations and Liquidity Gap Summary, Core Funding Ratio, Funding Concentration "J and Commitments Vs Funding Sources. Furthermore, the Bank the appropriate time, both under normal and stressed conditions. has in place a more stringent internal limit for maintaining SLAR as compared to the statutory requirement of 20% of total liabilities Z"" excluding contingent liabilities. J"J"J" liquid assets and access to diverse funding sources such as inter- Net Advances to Deposits Ratio is regularly monitored by ALCO to bank market, wholesale and retail repurchase agreements, assets ensure that the asset and liability portfolios of the Bank are geared to and investments available-for-sale and has contingency funding maintain a healthy liquidity position. The following graph depicts the agreements with peer banks to meet liquidity requirements. The Bank <+#"^?_> thereby ensures availability of adequate liquidity to fund its existing and 2014. J" buffers to operate smoothly under varying market conditions including any short-term, medium or long-term market disruptions. Annual Report 2014 Commercial Bank of Ceylon PLC 237 STEWARDSHIP

Managing Risk at Commercial Bank

Maturity Gap Analysis as at December 31, 2014 [Sri Lanka and Bangladesh Operations]

Up to 1 _> >N 6-12 _> >„ Over 5 Month Months Months Months Total <+>_^?_' Rs. Mn. Rs. Mn. Rs. Mn. Rs. Mn. Rs. Mn. Rs. Mn. Rs. Mn. Rs. Mn.

Cash on Hand _>^NN 13,266 Deposits with Central Banks 1,990 ^„†> 2,015 ^>?‡ 2,098 1,801 6,848 19,634 ZƒY < – Balances due from other banks ^__^> 198 1,057 22,378 _^'„> _>q?' >^††_ 25,605 „>^_? 77,701 52,741 268,285 Bills of Exchange †>'^ 7,342 Overdrafts 4,940 4,940 4,940 9,880 _>NN† _>NN† _>q>^ 65,866 Loans and Advances >^‡?† '†>‡' >†'N' >‡?_' ‡>>‡_ „?>NN >?†'„ 331,281 NPLs >'q _?'> 1,391 Z: – Other Assets 9,529 24 >' 59 186 674 10,674 21,180 Lines of Credit committed from institutions 1,000 1,000 Others (Reverse Repos) >^„?^ 7,521 1,175 41,198 Total _>†?„^ 76,454 79,456 77,215 162,552 144,209 __„qq> 792,821

Demand Deposits 9,792 9,792 †>'' 9,792 12,240 48,960 Savings Deposits ‡‡>? ‡‡>? ‡‡>? 19,861 49,652 49,652 49,652 198,607 ZƒY < – Balances due to other banks 18,071 89 >>?' _>^^ 22,786 Time Deposits >>^>? 47,799 >„^Nq >^>>> 7,918 '>q> 112,190 273,121 -+Z and Bonds >„> „>> 1,212 1,540 6,259 2,297 10,988 23,182 Z: – Bills payable – " 9,607 1,705 1,507 1,652 1,297 >_' 25 16,107 Provisions other than NPLs and + – Other Liabilities 8,012 _>N^ 1,702 110 1,944 482 13,612 Lines of Credit committed to institutions 1,000 1,000 Unutilised portion of Overdrafts and Advances 22,211 >q„† >q„† 7,714 10,671 10,671 _>>q† 72,368 Letters of Credit/Guarantees/ Acceptance ^'_>' ^N†>† 16,809 _>_?† N'‡> _‡„> 2 89,235 Repos/Bills Rediscounted/SWAPs/ Forward contracts __>†?^ „^>q_ ''>„q 44,179 2,068 256,688 Others 68,522 68,522 Total 250,042 154,185 125,291 _>_„?? 84,468 71,214 267,488 1,084,188 Period Gap (112,990) %†††>_& %'„q>„& (54,285) 78,084 72,995 (151,605) – Cumulative Gap (112,990) (190,721) %^>N„„N& (290,841) (212,757) %_>‡†N^& %^‡_>N†& – Cumulative Liabilities 250,042 404,227 529,518 661,018 745,486 816,700 1,084,188 – Cumulative Gap as a percentage (%) of Cumulative Liabilities (45) (47) (45) (44) (29) (17) (27) – STEWARDSHIP 238 Commercial Bank of Ceylon PLC Annual Report 2014

Managing Risk at Commercial Bank

"" Value-at-Risk Measurements (VaR) Z"ˆ The Bank carries out VaR calculations on four portfolios categorised as Held-for-Trading (HFT), using a market risk software solution. This deposits which can be considered as a quasi stable source of funds solution has the capability of computing VaR in three methodologies based on historical behavioural patterns of such depositors. namely, Historical Simulation, Monte Carlo Simulation and Variance- -X Core Funding Ratio, an indicator of the stability of funding sources manner and to meet regulatory compliance. The Bank computes compared to loans and advances granted was maintained well above \#Z#‡‡€ the policy threshold of 90%, which is considered healthy to support w-U_?"ƒ*\# the Bank’s business model and growth. quantitative measure depicts the maximum loss the Bank shall incur, J" interest rates, exchange rates, debt and equity prices as well as price position, the Bank also monitors regulatory liquidity ratios on a quarterly basis (Refer Note 65.2).

W#- OPERATIONAL RISK the appropriate deposit base to ascertain whether potential risks are 1. Overview within the threshold limits. Potential liquidity commitments resulting The Bank, in its normal conduct of business activities is exposed from loan disbursements and undrawn overdrafts were well below to Operational Risk, which is inherent in all banking products and available funding sources during the year under review. This indicates Y# a very remote possibility of potential liquidity risk from undrawn from inadequate or failed internal processes, people and systems, commitments as the Bank generally does not have any credit limits or from external events such as natural disasters, social or political having irrevocable commitments. events. Operational Risk includes Legal Risk but excludes Strategic and Reputational Risk. The Bank conducts regular liquidity stress tests and scenario analysis to evaluate the potential impact of sudden and severe stress events Failure to manage Operational Risk effectively often results in on the Bank’s liquidity position. This enables the Bank to proactively identify appropriate funding arrangements that can be used to could aggravate such adverse impact leading to brand erosion and z could give rise to regulatory penalties, all of which directly impact reputational impact. shareholder value. The Contingency Funding Plan of the Bank provides guidance in By its nature, Operational Risk cannot be totally eliminated. However, J""Z the Bank has established a robust methodology in managing monitors assets and liabilities of the Bank, while emphasising ways Y#wY# "`J" UZU" to address unlikely but possible events of either short or long-term assessing, mitigating, monitoring and reporting the Operational Risks funding crisis, forecast funding needs as well as funding sources which may impact the achievement of the Bank’s business objectives. under different market situations including aggressive asset growth or loan rollover, rapid liability erosion or sharp decline in deposits during :ZY#ˆ > wide consistent framework that enables determination of its span in a liquidity crisis. Management and reporting framework with Y# early warning signals and means to avoid and mitigate possible crisis ""Y# "<* and trigger levels for action, communication plan to prevent further escalation or contagion and regular sources of liquidity supplemented The Operational Risk Management Framework approved by the with contingent sources in detail are among other things covered Board of Directors is implemented by an independent Operational under this document. #—=X #-%=#-& ZU <!"Z-" Annual Report 2014 Commercial Bank of Ceylon PLC 239 STEWARDSHIP

Managing Risk at Commercial Bank

During the year under review the Bank continued to enhance its Operational Risk Management Framework including organisational " effective mitigation and control of Operational Risk.

2. Management Process Operational Risk Management in the Bank is governed by Y#*" clearly communicated across the Bank. The Risk Management responsibilities and obligations of the Board of Directors, Corporate Management, Operational Risk Management Unit (ORMU) and #Y"" reviewed annually.

3. Identification and Assessment of Operational Risk Risk and Control Self-Assessment (RCSA) is a key component of ZUY# each business function within the Bank proactively identifying and Y# "": RCSA exercise is used to formulate appropriate action plans to overall Operational Risk Management exercise. The Bank is in the process of enhancing this exercise with the assistance of the newly implemented Operational Risk Management System, where the "

The Operational Risk Management Unit (ORMU) also reviews and ensures that risks associated with the introduction of new products, "" addressed prior to launch and/or implementation.

4. Mitigation of Operational Risk The Bank operates within a robust system of internal controls that seeks to ensure business is transacted and risks assumed without exposure to unacceptable potential losses or reputational damage.

YY# the 'as low as reasonably practicable (ALARP)' principle by balancing " the Residual Risk. Several risk mitigation policies and programmes are in place to maintain a sound operating environment within the established risk appetite of the Bank.

Xw" UY# "" Accordingly, the Bank has transferred insurable risks by obtaining insurance policies from reputed insurance providers, which are periodically reviewed comprehensively by the ORMU for adequacy.

The policy and procedures relating to outsourcing of business Z Z" managed on a continuous basis. Details of all outsourced functions are reported to Central Bank of Sri Lanka annually. Due diligence STEWARDSHIP 240 Commercial Bank of Ceylon PLC Annual Report 2014

Managing Risk at Commercial Bank

tests of outsourced vendors are carried out by respective risk The Bank has established following thresholds for monitoring owners prior to entering into new agreements and renewal of existing @ <!"%!&<—  <?>€ obtained when conducting due diligence tests of outsourced parties three years. :  Maximum Level - 05% of the average gross income for the last three years. Technology Risk is managed in a systematic and consistent manner to avoid potential operational losses to the Bank resulting from <"X Y#" Technology systems including the core-banking system are upgraded are also in force. and new software solutions are implemented in a timely and appropriate manner. ORMU of the Bank closely monitors and reports the actual operational losses against the above tolerance levels on a monthly The Bank has a comprehensive Business Continuity Plan (BCP) and =#-Z#-:" Disaster Recovery Plan (DRP) to assure the immediate continuity to review the existing controls relating to all unusual operational loss of all essential operations in case of a disaster and the eventual wU continuity of all other operations. This plan is continuously updated though they are within alert levels, and proposes additional controls if and tested to ensure ongoing readiness. Further, BCP and DRP are the existing controls are deemed to be inadequate. `Y#—< Analysis of Operational Risk Loss Events Continuous emphasis through training programmes and creating risk awareness across the Bank, together with high standards of ethics As illustrated in the following graph, actual operational losses for the and integrity also boost Bank’s risk mitigatory measures. current year (2014) is mere 0.24% (of average audited gross income for last three years), which is well within the internal Alert Level of ?>€ZU" 5. Monitoring and Reporting of Operational Risk " Monitoring and reporting under the Bank’s Operational Risk Management Framework centers around the functions relating W"Y#%WY#& Actual Operational Losses Against Internal the corresponding tolerance levels and reporting same to Alert Levels For Years 2010-2014 designated committees as appropriate. Further, the key functions of (Loss Value as a % of Gross Income) Operational Risk Management includes monitoring and reporting of compliance with mandatory banking and other statutory requirements, abnormal transactions including Anti-Money Laundering and Terrorist Financing activities, and internal and external reporting of Operational Risk events.

WY#"Y#— on an ongoing basis to enable early detection of potential risks and possible operational control weaknesses. The indicators are related <Y #" and 'near misses' has been established to facilitate the analysis of loss trends and root causes.

The Bank has collected loss data and has recorded the same 10 11 12 13 14 according to the different risk event types under each business ZZ" Actual Alert (3%) Maximum (5%) loss data over a period which is one of the major components in moving towards advanced approaches in Operational Risk capital calculations in future.

The Bank has a low appetite for Operational Risks for which it is exposed to. Accordingly, the Bank has established tolerance levels for all material Operational Risk loss types by considering several factors which include historical loss data, budgets and forecasts, performance of the Bank, existing systems and controls governing Bank operations etc. Annual Report 2014 Commercial Bank of Ceylon PLC 241 STEWARDSHIP

Managing Risk at Commercial Bank

Following charts drill-down on the Operational Risk losses incurred by the Bank under each business line/category during the year 2014. STEWARDSHIP 242 Commercial Bank of Ceylon PLC Annual Report 2014

Managing Risk at Commercial Bank

When analysing the losses incurred during 2014 under the Basel Majority of the losses encountered by the Bank during 2014 consists of ‘J"’ events mainly falling under consistent with the previous years where the majority (76%) of losses "w=X+"*U: w#ZU low value events are mainly related to cash and ATM operations of followed by the losses reported under the business line of the Bank’s service delivery network consisting of over 880 points w*"!U !Z" remain negligible. values less than Rs. 100,000/- account for more than 97% of the total loss events for the year. Also, the average number of loss events The following graphs depict the comparison of operational losses for the year stands at a mere 0.001% when compared to the average "Z" number of transactions performed during the year, which is a further both in terms of number of occurrences and value. improvement compared to the last year’s statistics. Annual Report 2014 Commercial Bank of Ceylon PLC 243 STEWARDSHIP

Managing Risk at Commercial Bank

When considering the values of the losses incurred by the Bank J" during the period under review, they can be mainly categorised it creates challenges in meeting strategic goals and objectives of under internal and external frauds, execution, delivery and process the organisation. management-related, and business disruptions and system failures. Nevertheless, as described earlier, total of the actual operational XZ:" risk-related losses for 2014 remains at a mere 0.24% of the average #": audited gross income for last three years, as compared to the capital are managed in a consistent and effective manner across the allocation of 15% under the ‘Z<’%Z<& organisation. As part of this initiative, the Bank has introduced a Z:X" :#Y#—^?_^ levels of Operational Risk losses of the Bank bears testimony to the ":# effectiveness of the Bank’s Operational Risk Management Framework and the internal control environment. —:#*" !"*" Stress Testing of Operational Risk objectives and procedures relevant for managing risk and improving information security of the Bank has been implemented. The Bank commenced conducting of Stress Testing on operational losses during the year 2014 by considering the historical data as per ::#Z the scenarios proposed in the Stress Testing Policy of the Bank. This established structure of the Operational Risk Management process. exercise is being carried out quarterly by the Bank as an additional <"#-!<:# :#— :#"` IT Risk Y##: :"%:&# #" associated with the use, ownership, operation, involvement, security incidents, internal and external loss data are also employed ::" :# have become critical to every aspect of the Bank’s business and :#` :# Y#:#: the appropriate risk-reducing controls or risk treatment techniques system interruptions, errors, frauds through system manipulations, obsolescence in applications, falling behind competitors concerning The Bank has implemented a range of controls including technical, the technology, etc. that could potentially impact the business as a operational and management controls required to mitigate its STEWARDSHIP 244 Commercial Bank of Ceylon PLC Annual Report 2014

Managing Risk at Commercial Bank

:#" ZU!" !"%!!&!Y^†??_@^?_> Security Standard. Expansive

:ZW":#%W#& with corresponding thresholds that are set according to what level With a highly successful and w:Uw<Uw—U::# sustainable business model in —W# place, Commercial Bank made comparing estimated risks with established criteria where risks that are outside set thresholds receive a differential level of management a judicious and strategic foray attention in order to initiate corrective action as necessary. beyond our shores. Legal Risk Today, the Bank is present Legal Risk, an integral part of Operational Risk, arises out of the legal in Bangladesh and many implications of failed systems, people, processes or external events. #X other countries through or punitive damages resulting from supervisory actions, as well as Business Promotion Officers, private settlements. proving the effectiveness and Legal Risk is managed by ensuring that applicable regulations are fully suitability of our core banking taken into consideration in all relations and contracts with individuals prospects in countries beyond and institutions who maintain business relationships with the Bank, and that they are supported by required documentation whereas risk our home. of breaching the rules and regulations are managed by establishing " <"Z_>€ operations with applicable regulations. Zw Compliance and Regulatory Risk Regulatory Compliance Risk refers to the potential risk of incurring "z from failure to comply with applicable laws, rules and regulations and codes of conduct applicable to banking activities. This risk is "Z framework of policies and procedures. The Compliance Function is in place to assess the Bank’s compliance with external and internal regulations and a comprehensive Compliance Policy has been implemented to strengthen the Compliance Function.

Other Related Risks Strategic Risk Strategic Risks are those that either affect or are created by strategic decisions. They could materialise due to internal or external factors that can cause reduction in shareholder value, loss of earnings, etc.

Z!#"" ZU-* Budgeting process and aligning those with the Vision and Mission statements to set a clear strategic direction. The detailed Scorecard J-<<* monitor Strategic Risk of the Bank. This Scorecard based approach ˆ sophistication of the organisation, the nature and complexity of its activities in measuring Strategic Risk and highlights the areas that need emphasis to mitigate potential Strategic Risks. Annual Report 2014 Commercial Bank of Ceylon PLC 245 STEWARDSHIP

Managing Risk at Commercial Bank

Reputational Risk Reputational Risk is the risk of adverse impact on earnings or Z organisational value arising from negative stakeholder perception of consideration a number of factors such as historical data, the current ZU: portfolio mix, desired portfolios etc. Stress testing framework has also Bank recognises that Reputational Risk is driven by a wide range of focused on forward looking hypothetical scenarios that cover issues other business risks that must all be actively managed. "" data alone. Accordingly, Reputational Risk is broadly managed through the systems and controls adopted for all other risk types such as Credit, The stress testing framework covers all the material risks such Market, Operational Risk etc. Further, Reputational Risk is measured as Credit Risk, Credit Concentration Risk, Operational Risk, through the detailed Scorecard-based model developed by the Bank J"#=X### ##-<<*:" Banking Book using Economic Value of Equity (EVE) and Earnings actions are initiated to mitigate potential Reputational Risks by at Risk (EAR) perspectives. critically evaluating the criteria given in the said Scorecard. :=#- Basel II Pillar 2 and Internal Capital Adequacy Z#-J" Assessment Process (ICAAP) decision-making. :Z-<<* process for assessing total overall capital adequacy in relation to its

:"`-<<*" process through valuable inputs for evaluating the required capital risk management plans with the capital plan in a meaningful manner. on exposures both current and potential through measurement of vulnerabilities by carrying out stress testing and scenario-based "<Z-<<* JJ aspects of reputational risk and strategic risk which are not covered *_Z

Stress Testing Stress testing refers to various techniques (quantitative and qualitative) used by the Bank to gauge its vulnerability to exceptional -<<**^!ˆZ " risk types and the Bank’s vulnerability to such type of risk factors.

Since it provides a broader view of all risks borne by the Bank in relation to its risk tolerance and strategy in a hypothetical stress situation, stress testing has become an effective communication tool to Senior Management, Risk Owners and Risk Managers as well as Supervisors and Regulators. STEWARDSHIP 246 Commercial Bank of Ceylon PLC Annual Report 2014 Investor Relations Supplement

+ <"w#!U The full Annual Report together with audited accounts and the interim to you in recognition of your continual support to the success of Financial Statements are available on the Bank’s website the Bank. We consider this as an important part of our corporate (http://www.combank.lk/newweb/investor-relations). Alternatively, responsibility to have an effective dialogue with investors. shareholders are able to elect to receive a mailed copy of the Annual Furthermore, it enables us to provide timely, transparent, accurate Report on request. The Company Secretary of the Bank responds to and consistent information to the investing public as part of our individual letters received from shareholders. shareholder engagement process. Our Stock Through shareholder engagement, we expect you to actively seek to The shares of the Commercial Bank of Ceylon are listed on the Main "Z" Board of the Colombo Stock Exchange (CSE), under the ticker to improve the performance of areas such as environmental, social "w-YZU+"" and governance. Another goal of this engagement is to create a published in most daily newspapers, including the Daily FT, Daily productive dialog to address the risks related to above factors and :+"" thereby improve Long Term corporate performance. Commercial Bank or COMB. Annual Report 2014 Commercial Bank of Ceylon PLC 247 STEWARDSHIP

Investor Relations Supplement

Major Achievements in 2014 Criteria for choosing the winners included growth in assets, " Commercial Bank in World’s Top 1000 Banks for 4th successive year of Global Finance’s corporate readership was conducted in order to increase the accuracy and reliability of the results.

Ranked alongside Commercial Bank as the best banks in 2014 in their respective countries are China Merchants Bank (China), HDFC Z%&!$%!W&*Z (Malaysia), Standard Chartered Bank (Nepal), Siam Commercial Bank The Commercial Bank of Ceylon has been ranked among the Top %:&Z-<%& 1000 Banks of the World for a fourth successive year in 2014, becoming the only Sri Lankan bank to achieve this feat. This Commercial Bank ranked ‘The Strongest Bank in ""w:ZUˆ Sri Lanka in 2014 ‘ the UK, is an important endorsement of the consistent growth and key performance indicators achieved by Sri Lanka’s largest private bank. The Top 1000 World Banks ranking is compiled from a database of over 5,000 of the world’s biggest banks and is "" The Commercial Bank of Ceylon has added another prestigious guide to bank rankings and analysis. `w:! Bank in Sri Lanka in 2014’ by The Asian Banker, a leading provider of Making the Top 1000 list is a noteworthy achievement by itself, but ": staying there for four years in a row despite the challenging conditions based on a detailed and transparent scorecard that ranks commercial "Z< XZ!@" noteworthy feature of the 2014 ranking is the rise to the number one Z!"J" -Z-%-Z-& and liquidity. last year’s top ranked banks, Bank of America and JPMorgan Chase & Co., which have now taken third and second places respectively, and This ranking as Sri Lanka’s strongest bank places Commercial Bank are followed by HSBC in fourth place. :<Zw„??!ZU ranking widely followed by investors, analysts and the media as the ‘Best Bank In Sri Lanka’ title for the 15th consecutive year in the region.

Ranked alongside Commercial Bank in The Asian Banker 500 as the strongest banks in their respective countries are Westpac Banking Corporation (Australia), Janata Bank (Bangladesh), China -Z-%-&ƒ+-Z%& Sumitomo Mitsui Financial Group (Japan), Maybank (Malaysia), ANZ Bank New Zealand (New Zealand), MCB Bank (Pakistan), The Commercial Bank of Ceylon has been rated the Best Bank in DBS Group (Singapore), Shinhan Financial Group (South Korea), Sri Lanka by Global Finance, one of the world’s leading publications Cathay United Bank (Taiwan) Siam Commercial Bank (Thailand) and serving the international business community. This benchmark Standard Bank Group (South Africa). ranking published annually by Global Finance for 21 years, names -Z>? <*^?_'ZU consistent country-leading performance. STEWARDSHIP 248 Commercial Bank of Ceylon PLC Annual Report 2014

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‘Sri Lanka’s Bank of the Year in 2014 ‘ by :Z`w*!ZU The Banker Magazine "!<<#-<" Award for Corporate Governance Disclosures, at this prestigious event. The SAFA Awards, presented annually under different categories, are conferred on the basis of evaluations administered "U-:" Accountability and Governance, of the published Annual Reports of entries from South Asian countries.

! Asian region were MCB Bank Limited of Pakistan and Prime Bank <"-Z-" Limited of Bangladesh. has achieved yet another milestone, being declared !UwZ U"—Ww: Commercial Bank wins ‘Top 10’ Award at the 2014 ZUˆ:Z Best Corporate Citizen Awards -Z"w:ZU ˆ responsible for the annual ranking of the Top 1,000 Banks of the ;:Z <wZU wYU" decided on performance across diverse key indicators.

Performance in key areas covers qualitative achievements, strategic as other aspects such as technology and key strategic developments. The Commercial Bank’s status as one of Sri Lanka’s leading YZ <- ˆ""-" Bank in 2014 included those of the calibre of Westpac, Royal Bank of Chamber of Commerce presented the country’s largest private Canada, Raiffeisen Bank and Axis Bank. #—^?_'Z--ˆ Sustainability Awards, along with seven more accolades. Commercial Bank’s Annual Report Best among private While retaining its position as one of the Top 10 Best Corporate banks in South Asia -ˆ!Z" w=-Uw= Sustainability’ in the Triple Bottom Line category and was awarded w!U— project category the Bank was recognised with a special Long Term Project Award for its efforts to support the national healthcare system. This was the only award that was presented in this category and was a special honour for the Bank’s consistent and ongoing efforts to support the national healthcare system. Commercial Bank also :^?_><#-Z-"*- received a Merit Award for its coral replanting project in Hikkaduwa. won two key awards at the Best Presented Annual Report Awards presented by the South Asian Federation of Accountants (SAFA), The Long Term Project Award presented to Commercial Bank at the J"ZU Z--ˆZU programme of donations of critical care equipment and other facilities to Government hospitals around the country, alongside support to refurbish buildings where necessary Annual Report 2014 Commercial Bank of Ceylon PLC 249 STEWARDSHIP

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Commercial Bank rated Most Respected Bank Commercial Bank Sweeps the Board at Brand in Sri Lanka Excellence 2014

The Commercial Bank of Ceylon has been rated as the most :-Z-"w!Z respected bank in Sri Lanka for the 10th consecutive year and the U^?_'!Z w#U"" Excellence Awards to become the bank that won the most consecutive year in the annual LMD rankings. Additionally, the Bank awards at this prestigious event conducted by the Sri Lanka _!wƒ"U  year, topping the category that is most important to businesses in the !U$w!ZU "wZ=U"wAnagi’ Commercial Bank is the only bank among the Top 5 Most Respected !<;!wZ !:> ZUZˆw-!#Z U key aspects such as Financial Performance, Quality Consciousness, dominant showing at this annual gala. *-!#\:Z Respected Bank in the list since its inception in 2005. ƒ_>"!Z=X< " The 2014 and tenth edition of this prestigious list of Sri Lanka’s most contested event and this year the entries reached an all time high of over 100 applications from more than 40 industries. the country and some of the world’s best-known multinationals. <"w<<U"Z recent past is given on page 409.

Compliance Report on the Contents of Annual Report in Terms of the Listing Rules of the CSE This year too, we are pleased to inform you that your Bank has complied with all the requirements of the Section 7.6 of the Listing Rules of the CSE on the contents of the Annual Report and Accounts of a Listed Entity.

:<# references for the convenience of the readers:

Rule No. Disclosure Requirement Section/Reference Page/s

7.6 (i) Names of persons who held the position of Directors  Annual Report of the Board of Directors 194-204 "

7.6 (ii) Principal activities of the Bank and its Subsidiaries during  _><* 277-408 the year and any changes therein  Group Structure

7.6 (iii) The names and the number of shares held by the 20  '#! 254 & 255 largest holders of voting and non-voting shares and the percentage of such shares held as at the end of the year

7.6 (iv) The public holding percentage  '#! 254 & 255 STEWARDSHIP 250 Commercial Bank of Ceylon PLC Annual Report 2014

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Rule No. Disclosure Requirement Section/Reference Page/s

7.6 (v) +U-=XYU  „#! 255 "  Annual Report of the Board of Directors 194-204

7.6 (vi)  N#! 256

7.6 (vii) Details of material issues pertaining to employees and  †#! 256 industrial relations

7.6 (viii) Extents, locations, valuations and the number of buildings  >N! >>N of the land holdings and investment properties w*"*=JU

7.6 (ix) Number of shares representing the stated capital  Note 50 to the Financial Statements on >N_ w!-U  q#! 256 & 257

7.6 (x) A distribution schedule of the number of holders in each  ‡#! 257 class of equity securities, and the percentage of their total holdings

7.6 (xi) Ratios and market price information:

 Equity - Dividend per share, dividend payout ratio, net  _?%&_?%&# 258 asset value per share, market value per share Supplement

 +$!"  _?%&_?%&# 259 debt equity ratio, interest cover and quick asset ratio, Supplement market prices and yields during the year

 Any changes in credit rating  _?%&_?%& 259 Relations Supplement

7.6 (xii) !Z!X  >N! >>N assets and the market value of land, if the value differs w*"*=JU substantially from the book value

7.6 (xiii) +*#  Note 50 to the Financial Statements on >N_ **" w!-U

7.6 (xiv) ="!Y!@

 :"  Note 50.2 to the Financial Statements on >N^ price at which shares were allotted and the details of w="!Y*^??qU" funding granted to employees (if any)

 Highest, lowest and closing price of the share recorded  _?%&#! 258 "

7.6 (xv) Disclosures pertaining to Corporate Governance practices  Not applicable since the Bank received an #†_?>†_?„%&†_?N%& exemption in terms of Section 7.10 ( c) of the Section 7 of the Listing Rules Listing Rules

7.6 (xvi) Disclosures on Related Party Transactions exceeding 10%  The Bank did not have any related party of the Equity or 5% of the total assets of the Entity as per transaction exceeding this threshold as at Audited Financial Statements, whichever is lower end 2014. Annual Report 2014 Commercial Bank of Ceylon PLC 251 STEWARDSHIP

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1. Quarterly Performance – 2014 Compared to 2013 Summary of the Income Statements

2014 ^?_> 1st Quarter 2nd Quarter 3rd Quarter 4th Quarter Total 1st Quarter 2nd Quarter >/ 4th Quarter Total Mar. 31 Jun. 30 Sept. 30 Dec. 31 >_ |>? !>? +>_ Rs. Mn. Rs. Mn. Rs. Mn. Rs. Mn. Rs. Mn. Rs. Mn. Rs. Mn. Rs. Mn. Rs. Mn. Rs. Mn.

Group 6,575.9 6,448.7 6,974.0 7,321.3 27,319.9 6,728.4 6,501.8 25,898.9 Net Fees and 1,047.7 1,148.0 1,298.5 1,355.2 4,849.4 909.0 1,012.9 1,225.2 1,105.7 4,252.8 Other Operating 1,295.4 1,105.5 2,503.9 2,086.4 6,991.2 1,244.1 1,096.1 Charges for Loans and Other Losses 1,144.8 1,197.1 1,254.6 1,301.9 4,898.4 1,198.9 1,421.5 5,176.9 Net Operating Income 7,774.2 7,505.1 9,521.8 9,461.1 34,262.1 7,257.5 7,211.0 8,060.4 8,516.2 Less: Expenses 4,450.4 4,294.1 4,765.3 4,898.8 18,408.6 4,004.1 ! 4,161.6 4,274.9 \! 3,323.8 3,211.0 4,756.5 4,562.2 15,853.5 !!! 4,241.4 14,685.7 "##$%&') (Losses) of Associate Companies 0.9 6.2 1.0 (1.6) 6.5 1.8 1.1 2.0 '=$ 3,324.7 3,217.2 4,757.5 4,560.6 15,860.0 4,241.7 14,691.0 -/3/ 1,022.6 999.5 1,425.9 1,169.2 4,617.2 998.4 1,060.0 914.8 4,117.5 2,302.1 2,217.8 3,331.6 3,391.4 11,242.8 2,256.8 2,756.6 ;<=>? &%&/ 20.5 19.7 29.6 30.2 100.0 21.1 26.1 100.0 Cumulative quarterly ?&% &/ 20.5 40.2 69.8 100.0 42.5 68.5 100.0

Bank 6,571.4 6,444.4 6,945.9 7,260.2 27,221.9 6,498.6 25,885.0 Net Fees and 1,046.6 1,146.9 1,297.4 1,340.4 4,831.3 908.1 1,224.2 1,104.7 Other Operating 1,277.3 1,094.2 2,503.6 2,142.0 7,017.1 1,224.4 1,101.0 ! 6,096.0 Charges for Loans and Other Losses 1,151.2 1,217.1 1,246.6 1,303.8 4,918.7 1,204.8 1,269.8 1,427.4 5,204.0 Net Operating Income 7,744.1 7,468.4 9,500.3 9,438.8 34,151.6 7,228.4 7,205.7 8,054.0 !! Less: Expenses 4,453.6 4,284.9 4,761.6 4,915.4 18,415.5 ! ! 4,157.7 16,515.5 '=$ 3,290.5 3,183.5 4,738.7 4,523.4 15,736.1 ! 4,106.6 14,510.5 -/3/ 1,011.9 983.1 1,413.0 1,148.0 4,556.0 989.0 1,047.1 894.9 4,065.0 2,278.6 2,200.4 3,325.7 3,375.4 11,180.1 2,240.7 ! 10,445.5 ;<=>?&% &/ 20.4 19.7 29.7 30.2 100.0 21.5 21.4 26.4 100.0 Cumulative quarterly ?&% after tax 20.4 40.1 69.8 100.0 21.5 42.9 100.0 STEWARDSHIP 252 Commercial Bank of Ceylon PLC Annual Report 2014

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Summary of the Statement of Financial Position

2014 As at As at As at As at As at As at As at As at Mar. 31 Jun. 30 Sept. 30 Dec. 31 @ B< $ D Rs. Mn. Rs. Mn. Rs. Mn. Rs. Mn. Rs. Mn. Rs. Mn. Rs. Mn. Rs. Mn.

Group Cash and Cash Equivalents 18,538.0 15,332.2 15,789.1 20,617.0 12,441.8 Placements with Banks 7,190.8 4,981.5 4,774.8 14,512.6 ! 1,657.1 ! H%I=" K=#Q&Q-#S 15,241.7 14,941.2 9,834.4 6,326.6 9,822.8 10,474.9 10,000.5 Loans and Receivables to Banks and Other Customers 418,474.5 438,204.2 483,937.2 498,165.4 ! ! 400,159.1 I=T "T=U=Q&Q$= 148,107.3 167,359.0 189,901.9 214,225.0 59,246.9 96,484.7 Other Assets 41,051.4 43,350.3 44,408.8 43,411.0 ! 42,618.8 41,752.7 ! 648,603.7 684,168.2 748,647.3 797,257.7 ! 591,910.7 606.564.5 Due to Banks 9,165.4 15,964.1 26,791.0 25,669.1 ! 14,194.2 Due to Other Customers Deposit from Customers 472,175.2 487,506.2 504,103.2 529,266.6 451,098.9 Other Borrowings 74,948.0 85,329.3 114,042.7 136,027.6 46,797.1 47,958.5 54,684.5 Subordinated Liabilities 11,084.1 10,937.8 11,374.2 11,262.6 10,512.1 11,250.1 10,944.4 Other Liabilities 19,967.7 21,140.3 22,646.8 23,778.5 18,062.0 ! 18,817.6 14,844.4 Shareholders’ Funds 61,263.3 63,290.5 69,689.3 71,253.4 52,994.9 55,604.8 58,290.5 61,485.0 648,603.7 684,168.2 748,647.3 797,257.7 ! 591,910.7 606,564.5 Bank Cash and Cash Equivalents 18,521.8 15,316.8 15,732.4 20,591.9 14,261.5 Placements with Banks 7,190.8 4,981.5 4,774.8 14,507.9 ! 1,657.1 ! H%I=" K=#Q&Q-#S 15,241.7 14,941.2 9,834.4 6,326.6 9,822.8 10,474.9 10,000.5 Loans and Receivables to Banks and Other Customers 418,483.0 438,209.4 482,940.4 497,065.8 ! 400,182.9 410,951.4 I=T "T=U=Q&Q$= 148,107.3 167,359.0 189,885.5 214,208.4 59,246.9 96,484.7 Other Assets 40,478.3 42,772.1 44,121.9 42,909.1 42,627.0 ! ! 648,023.0 683,579.9 747,289.5 795,609.6 !! 558,111.5 591,489.7 605,987.6 Due to Banks 9,165.4 15,964.1 26,423.8 25,261.0 ! 14,194.2 Due to Other Customers 472,244.6 487,598.8 504,161.2 529,361.5 405,246.7 417,282.8 451,152.9 Other Borrowings 46,947.7 85,507.3 114,228.1 136,201.1 46,947.7 48,111.8 54,867.2 Subordinated Liabilities 11,084.1 10,937.8 11,156.4 11,044.8 10,512.1 11,250.1 10,944.4 Other Liabilities 47,882.0 20,859.3 22,236.3 23,229.6 17,922.0 18,581.2 14,578.9 Shareholders' Funds 60,699.2 62,712.6 69,083.8 70,511.7 52,558.4 55,156.2 57,848.0 60,944.0 648,023.0 683,579.9 747,289.5 795,609.6 !! 558,111.5 591,489.7 605,987.6 Annual Report 2014 Commercial Bank of Ceylon PLC 253 STEWARDSHIP

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2. Stock Exchange Listing The following Securities of the Bank are listed on the -%<<##I=$&%&<%]<& Main Board of the CSE: ^]<# by the Rule No. 7.4 (a) (i) of the Listing Rules of the CSE. (The Bank Shares Ordinary Shares - Voting #<=>=#^%%]<& Ordinary Shares - Non-Voting -%"<##$&%>##DU Debentures Fixed Rate  December 2006/16 #%"<##$&I=' Floating Rate  December 2006/16 DU^==U=#^%%]<& the respective quarter ends as required by the Rule No. 7.4 (a) (i) of the Listing Rules of the CSE. (The Bank duly complied with this ]<&

3. Information on Share Trading

Ordinary Shares Voting Ordinary Shares Non-Voting 2014 2014

Number of Transactions 17,846 ! 7,382 Number of Shares Traded 129,328,356 198,501,282 19,648,816 6,769,927 Value of Shares Traded (Rs. Bn.) 18.34 22.04 2.09 STEWARDSHIP 254 Commercial Bank of Ceylon PLC Annual Report 2014

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4. The Names, Number and Percentage of Shares held by Twenty Largest Shareholders (As per Rule No. 7.6 (iii) of the Listing Rules of the CSE).

"DU 2014 j No. of No. of Ordinary Shares Voting Shareholders % Shareholders %

1. DFCC Bank A/C 1 119,806,122 14.79 117,951,857 14.85 2. Employees’ Provident Fund 78,806,032 9.73 ! 9.76 K$_=#QB'@{QI`=-= TI<# 47,984,547 5.92 57,224,769 7.20 4. @|$K$=T 47,355,714 5.84 5. $`<#Q&I<# 40,851,867 5.04 40,219,594 5.06 6. _|$)"=I 40,381,198 4.98 5.00 7. $`<#Q}=I<# 35,126,985 4.34 !! 8. K$_=#Q$$_-Q~%IQ Emerging Small Countries Fund 20,383,126 2.52 1.92 9. Melstacorp Ltd. 18,989,272 2.34 0.17 10. K$_=#Q_'$$Q{Q"U#}=U=Q Asian Smaller Companies Fund 15,177,533 1.87 17,786,191 2.24 11. @3@| 14,000,030 1.73 11,675,901 1.47 12. K$_=#QB'@{Q$%#= Selection Fund 12,012,366 1.48 2,520,212 K$_=#Q$$_-Q@S$=> <=I<#I3SS@`'&= 11,295,245 1.39 0.42 14. Northern Trust Co S/A Harding Loevner Frontier Emerging Markets Portfolio 11,250,000 1.39 6,850,000 0.86 15. K$_=#Q_'$$Q{Q"U#}=U= "'3]<>I<# 10,905,077 1.35 16. @=T#I' 10,405,566 1.28 10,244,517 1.29 17. -%_`&^|`@==$")QI‚<&&-=‚<I<# 8,198,498 1.01 8,071,609 1.02 18. K$_=#Q$$_-Q@S$=>" Management SA Acting on behalf of Morgan Stanley Galaxy Fund 8,094,018 1.00 ! 19. K$_=#Q$$_-Q"U#<= Commingled Funds, LLC 7,769,156 0.96 0.89 20. K$_=#Q_'$#Q"U#" $==T-< 6,777,581 0.84 ! 0.84 Sub Total 565,569,933 69.80 512,025,817 64.46 Other Shareholders 244,707,796 30.20 282,510,002 Total 810,277,729 100.00 ! 100.00

"‚<=T&%S‚<=&%$3S&

"‚<=&%S‚<=&%$3&%%=#S=S%%=#DU Annual Report 2014 Commercial Bank of Ceylon PLC 255 STEWARDSHIP

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"DU 2014 j No. of No. of Ordinary Shares Non Voting Shareholders % Shareholders %

1. K$_=#QB'@{QI`=-= TI<# 3,215,179 5.78 ! 2. @|$K#`< 2,360,842 4.25 U`|$)"I^#=DT##I<# 1,926,649 3.47 ! 4. GF Capital Global Ltd. 1,545,795 2.78 1,516,962 2.78 5. KQB'@_Q_<=#-<_<## 1,379,083 2.48 2.48 6. Mr. J.D. Bandaranayake 1,098,285 1.98 1,077,799 1.98 7. U`|$)"I^#$=3@DT##I<# 1,016,446 1.83 618,000 8. ~=#`@` #)@$''=%#@"$'=% 1,000,000 1.80 1,000,000 ! 9. M.J.F. Exports Ltd. 950,795 1.71 1.71 10. Northern Trust Company S/A Polar Capital Funds PLC 919,031 1.65 778,280 11. Employees’ Trust Fund Board 882,181 1.59 126,470 12. Saboor Chatoor (Pvt) Ltd. 751,000 1.35 687,000 1.26 Mr. M.F. Hashim 746,733 1.34 689,800 1.26 14. Beta Holdings Ltd. 698,000 1.26 15. Ms. L.V.C. Samarasinha 600,000 1.08 457,144 0.8 16. Union Assurance PLC - A/C 01 565,107 1.02 0.79 17. Akbar Brothers (Pvt) Ltd. A/C 1 560,349 1.01 487,940 0.89 18. ""==<'Q")Q&I<# 504,482 0.91 495,072 0.91 19. Dr. A.K.A. Jayawardene 490,623 0.88 481,472 0.89 20. Mr. G.R. Mallawaaratchy/Ms. B.G.P. Mallawaaratchy 446,527 0.80 !! 0.80 Sub Total 21,657,107 38.97 Other Shareholders 33,922,839 61.03 !!! 69.48 Total 55,579,946 100.00 100.00

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5. Directors’ Shareholding Including the Chief Executive Officer's Shareholding (As per Rule No. 7.6 (V) of the Listing Rules of the Colombo Stock Exchange)

Ordinary Shares Voting Ordinary Shares Non-Voting "DU 2014 2014

1. Mr. K.G.D.D. Dheerasinghe (Chairman) 20,653 Nil Nil 2. Mr. M.P. Jayawardena (Deputy Chairman) Nil Nil Nil Nil Mr. J. Durairatnam (MD/CEO) 379,087 Nil Nil 4. Prof. U.P. Liyanage Nil Nil Nil Nil 5. Mr. L. Hulugalle Nil Nil Nil Nil 6. Mr. S. Swarnajothi Nil Nil 8,490 ! 7. Mr. H.J. Wilson Nil Nil Nil Nil 8. Mr. S. Renganathan 190,034 10,190 Nil 9. @Š@@$^##%=#&^&IU<> Nil Nil Nil Nil STEWARDSHIP 256 Commercial Bank of Ceylon PLC Annual Report 2014

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6. Material Foreseeable Risk Factors (As per Rule No. 7.6 (vi) of the Listing Rules of the Colombo Stock Exchange) &S%=&U=`&%]<#=<%‚<=T&%S‚<=&% $3#<#%‹@SS‚`=_`ŒS!

7. Material Issues Pertaining to Employees and Industrial Relations Pertaining to the Bank (As per Rule No. 7.6 (vii) of the Listing Rules of the Colombo Stock Exchange) There were no material issues pertaining to employees and industrial relations pertaining to the Bank that occurred during the year under review which need to be disclosed.

8. Information on Movement in Number of Shares Represented by the Stated Capital (As per Rule No. 7.6 (ix) of the Listing Rules of the Colombo Stock Exchange)

No. of Shares Cumulative No. of Shares Redeemable <#) Ordinary Shares Ordinary Shares Preference | Details Basis ( Redeemed) Voting Non-Voting Shares

1987 "DU! 1988 _<< Voting & 2,000,000 5,000,000 1990 _<< Voting 1 for 1 5,000,000 10,000,000 ‚S%< Voting 1 for 4 2,500,000 12,500,000 1996 _<< Voting & 7,500,000 20,000,000 ‚S%< Voting 1 for 4 5,000,000 25,000,000 Share Swap Non-Voting 894,275 25,000,000 894,275 _<< Non-Voting & 25,000,000 ! ‚S%< Non-Voting 1 for 4 25,000,000 1,788,550 1998 _<< Voting & 7,500,000 1,788,550 _<< Non-Voting & 2001 _<< Voting 1 for 5 6,500,000 _<< Non-Voting 1 for 5 ! <&<<=T‚#U= Preference Shares 90,655,500 ! 90,655,500 _<< Voting & 52,000,000 ! 90,655,500 ‚S%< Voting 1 for 4 65,000,000 ! 90,655,500 _<< Non-Voting & 65,000,000 ! 90,655,500 ‚S%< Non-Voting 1 for 4 65,000,000 90,655,500 <&<<=T‚#U= Preference Shares 100,000,000 65,000,000 190,655,500 2004 ESOP Voting 29,769 65,029,769 190,655,500

2005 ESOP Voting 190,655,500 _<< Voting 1 for 1 ! ! 190,655,500 _<< Non-Voting 1 for 1 ! 190,655,500 2006 ESOP Voting ! 190,655,500 Redemption of Cumulative Redeemable Preference Shares (90,655,500) ! 100,000,000 2007 ‚S%< Voting & 40,288,996 ! 100,000,000 _<< Voting & 58,204,268 ! 100,000,000 ESOP Voting 919,649 100,000,000 ‚S%< Non-Voting & ! 12,090,598 100,000,000 _<< Non-Voting & 16,120,797 100,000,000 Annual Report 2014 Commercial Bank of Ceylon PLC 257 STEWARDSHIP

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No. of Shares Cumulative No. of Shares Redeemable <#) Ordinary Shares Ordinary Shares Preference | Details Basis ( Redeemed) Voting Non-Voting Shares 2008 Redemption of Cumulative Redeemable Preference Shares (100,000,000) 16,120,797 ESOP Voting ! 16,120,797 2009 ESOP Voting 540,045 ! 16,120,797

2010 Share Split Voting 1 for 2 117,402,608 ! 16,120,797 Share Split Non-Voting 1 for 2 !! ! 24,181,195 ESOP Voting 2,081,508 ! 24,181,195

2011 $<&I=DT## Voting 2,277,195 !! 24,181,195 $<&I=DT## Non-Voting !! ESOP Voting 1,457,645 ‚S%< Voting 1 for 14 ! ‚S%< Non-Voting 1 for 14 1,745,494 ! ! Share Split Voting 1 for 1 ! ! ! Share Split Non-Voting 1 for 1 ! ! ! 2012 $<&I=DT## Voting ! 778,672,464 ! $<&I=DT## Non-Voting 1,108,902 778,672,464 ! ESOP Voting ! ! ! Scrip issue for Final Dividend 2012 Voting ! ! Scrip issue for Final Dividend 2012 Non-Voting 1,069,474 ESOP Voting ! ! 2014 Scrip issue for Final Dividend 2013 Voting 12,504,344 807,040,163 54,543,222 – Scrip issue for Final Dividend 2013 Non-Voting 1,036,724 807,040,163 55,579,946 – ESOP Voting 3,237,566 810,277,729 55,579,946 –

9. Distribution Schedule of the Number of Holders and Percentage of Holding in Each Class of Equity Securities (As Per Rule No. 7.6 (X) of the Listing Rules Colombo Stock Exchange)

As at December 31, 2014 "DU No. of No. of Shareholders % No. of Shares % Shareholders % No. of Shares %

Ordinary Shares Voting 1 - 1,000 4,033 48.16 985,748 0.12 4,257 ! 1,070,676 1,001 - 10,000 2,683 32.04 10,067,965 1.24 ! 11,127,681 1.40 10,001 - 100,000 1,380 16.48 40,455,736 4.99 ! 100,001 - 1,000,000 206 2.46 61,331,081 7.57 229 2.52 8.05 Over 1,000,000 72 0.86 697,437,199 86.08 74 0.81 675,292,475 84.99 Total 8,374 100.00 810,277,729 100.00 9,091 100.00 ! 100.00

Ordinary Shares Non-Voting 1 - 1,000 2,163 52.24 564,960 1.02 2,274 52.44 604,911 1.11 1,001 - 10,000 1,359 32.83 4,533,671 8.15 1,424 ! 4,798,522 8.79 10,001 - 100,000 515 12.44 14,051,351 25.28 14,655,746 26.87 100,001 - 1,000,000 96 2.32 23,887,685 42.99 98 2.26 24,145,146 44.27 Over 1,000,000 7 0.17 12,542,279 22.56 6 0.14 !! 18.96 Total 4,140 100.00 55,579,946 100.00 100.00 100.00 STEWARDSHIP 258 Commercial Bank of Ceylon PLC Annual Report 2014

Investor Relations Supplement

10. Information on Ratios, Market Prices of Shares and Credit Ratings (As per Rule No. 7.6 (XI) of the Listing Rules of the Colombo Stock Exchange) (a) Information on Ratios

2014

Dividend per Share (Rs.) Cash I'# 1.50 1.50 $#'# 1.00 1.00 Final Proposed*/Paid 2.00 2.00 Total 4.50 4.50 <#"==&$% Final Proposed*/Allotted 2.00 2.00 Total Dividend 6.50 6.50

Dividend Payout Ratio (%) Cash 34.85 Total (Cash and Shares) 50.34 52.87 Net Assets Value per Share (Rs.) 81.44 71.78 j-%_#&D&%_`%##=#T##&‚#>%^%%&%#T##&‚%#% U==&‚%#%&&<#==&^%&U%TS#QTS%%=#&%_`&%> ##DU&T=U>%%%=#%%"<=}=@S"}@U%=#@%-%_`#=# =#T##&‚%&%>##DU^%%&%#T##&‚%#U==& ‚%#%&&<#==&^%

(b) Market Prices

Ordinary Shares Voting Ordinary Shares Non-Voting 2014 2014 Rs. Rs. Rs. Rs.

Highest Price 179.90 126.00 125.50 102.00 Date of the Highest Price (18.11.2014) (31.12.2014) Lowest Price 113.50 91.30 87.00 Date of the Lowest Price (24.02.2014) (01.04.2014) |Q#' 171.00 120.40 125.10 Annual Report 2014 Commercial Bank of Ceylon PLC 259 STEWARDSHIP

Investor Relations Supplement

(c) Other Ratios

2014

Debt Equity Ratio (%) 25.97 T- 28.31 20.25 Liquid Assets Ratio (%) (Minimum 20%) 33.11

(d) Debenture Composition

Fixed Interest Rate Floating Interest Rate 2014 2014

->&< Private Public Private Public Public Public Debenture Type - N/A - Type ‘A’ - N/A - ->‹"Œ Type ‘D’ ->‹DŒ CSE Listing Not listed Listed Not listed Listed Listed Listed <D May 2006 Dec. 2006 May 2006 Dec. 2006 Dec. 2006 Dec. 2006 Maturity Date May 2016 Dec. 2016 May 2016 Dec. 2016 Dec. 2016 Dec. 2016 '>U=I]<> Annually Annually Annually Annually Annually Annually 12 Months 12 Months TB Rate TB Rate (Gross) + }Ž H&&#‚ 13.25% p.a. 14.00% p.a. ? 14.00% p.a. 1% p.a. 1% p.a. Amount (Rs. Mn.) 505.000 467.260 505.000 467.260 0.400 0.400 Market Values - Highest (Rs.) - N/A - Not traded - N/A - Not traded Not traded Not traded - Lowest (Rs.) - N/A - during the - N/A - during the during the during the Q|Q#‚ - N/A - year - N/A - year year year ‚ - Coupon Rate (%) 13.25 14.00 14.00 10.21 Q3&&T"<=|=#? 13.25 14.00 14.00 10.21 &U=}T$<> 6.35 6.70 8.85 9.10 7.70 10.20 Other Ratios as at date of last trade Not traded Not traded Not traded Not traded Q|=#? - N/A - during the - N/A - during the during the during the Q|=#@<>? - N/A - year - N/A - year year year

12 months TB rate (Gross) - Twelve months Treasury Bill rate before 10% withholding tax rate as published by the Central Bank of Sri Lanka immediately prior to the commencement of each interest period.

(e) Credit Ratings

 -%_`Œ#S""=`^&#U>I%‚S`#

 -%_`Œ#S"""^&#U>`‚S"S>#&==>`^‚"@‚S`#‘

 -%_`Œ_S=#%Œ#S^&#"""U>#‚S&$T#

(f) Credit Ratings - Debentures

 -%#S&%_`ŒI%‚S`# STEWARDSHIP 260 Commercial Bank of Ceylon PLC Annual Report 2014

Investor Relations Supplement

11. Information on Scrip Issues, Rights Issues and Share Splits

|)@% Details

2014 April <&#>%&>&%=#T##&&‚#>% "= <&#>%&>&%=#T##&&‚#>% 2012 April <&#>%&>&%=#T##&&‚#>% 2011 September Share split of one ordinary share for every one ordinary share held immediately after the right issue 2011 August Rights issue of one ordinary share for every fourteen ordinary shares held 2011 April <&#>%&>&%=#T##&&‚#>% 2010 June Share split of one ordinary share for every two ordinary shares held 2007 June Scrip issue of one ordinary share for every three ordinary shares held 2007 April Rights issue of three ordinary shares for every ten ordinary shares held 2005 June Scrip issue of one ordinary share for every one ordinary share held HU Rights issue of one ordinary share for every four ordinary shares held @> Scrip issue of one ordinary share for every three ordinary shares held 2001 May $<&#>%&T>T#>%%=# 1998 June Scrip issue of three ordinary shares for every ten ordinary shares held

12. Shareholder Base

2014

Number of Ordinary Voting Shareholders 8,374 9,091 Number of Ordinary Non-voting Shareholders 4,140 Total 12,514

13. Composition of Shareholders

As at December 31, 2014 "DU No. of No. of Shareholders % No. of Shares % Shareholders % No. of Shares %

Ordinary Shares Voting Resident 8,065 96.31 504,235,468 62.23 8,789 96.68 ! Non-Resident 309 3.69 306,042,261 37.77 282,894,946 Total 8,374 100.00 810,277,729 100.00 9,091 100.00 ! 100.00

#T#<= 7,878 94.08 149,595,615 18.46 8,546 94.01 142,086,949 17.88 < 496 5.92 660,682,114 81.54 545 5.99 652,448,870 82.12 Total 8,374 100.00 810,277,729 100.00 9,091 100.00 ! 100.00

Ordinary Shares Non-Voting Resident 4,057 98.00 43,842,309 78.88 97.62 42,218,874 77.40 Non-Resident 83 2.00 11,737,637 21.12 ! ! 22.60 Total 4,140 100.00 55,579,946 100.00 100.00 100.00

#T#<= 3,941 95.19 34,736,840 62.50 4,119 95.00 59.26 < 199 4.81 20,843,106 37.50 217 5.00 22,222,218 40.74 Total 4,140 100.00 55,579,946 100.00 100.00 100.00 Annual Report 2014 Commercial Bank of Ceylon PLC 261 STEWARDSHIP

Investor Relations Supplement

14. Share Price Trend Over Last Ten Years

| 2014 2012 2011 2010 2009 2008 2007 2006 2005

Ordinary Shares Voting Highest Price (Rs.) 179.90 126.00 119.50 284.00 295.00 192.00 149.75 250.00 192.50 269.00 Lowest Price (Rs.) 113.50 96.80 97.00 178.00 66.00 66.25 128.00 120.00 Last Traded Price (Rs.) 171.00 120.40 100.00 259.90 189.50 67.00 147.00 190.00

Ordinary Shares Non-Voting Highest Price (Rs.) 125.50 102.00 99.50 200.00 226.00 89.50 114.50 90.00 160.00 Lowest Price (Rs.) 91.30 87.00 69.10 75.00 48.25 48.00 60.00 54.00 51.00 Last Traded Price (Rs.) 125.10 91.10 74.50 162.00 124.75 49.00 74.50 89.00 57.50 STEWARDSHIP 262 Commercial Bank of Ceylon PLC Annual Report 2014

Investor Relations Supplement

15. Information on Shareholders’ Funds and Market Capitalisation

Com Bank's Market Total Market Capitalisation as a Com Bank's Market Com Bank's Market Capitalisation % of CSE Market Capitalisation Shareholders' Funds Capitalisation (*) of the CSE Capitalisation Ranking "DU Rs. Mn. Rs. Mn. Rs. Mn. % Rank

2014 70,512 ! ! 4.76 60,944 95,654 ! 4.11 4 2012 52,577 ! 2,167,581 5 2011 76,509 2,268,854 6 2010 91,824 2,280,874 4 2009 28,499 ! 4.06 5 2008 25,891 !!! 4 2007 820,652 4.17 4 2006 ! ! ! 5 2005 15,768 17,991 !! ! 4 j=_`Œ@`= =<#=>SH#>$%

265 266 267 268 269 270 271 Financial Independent Financial Financial Income Statement of Statement Calendar Auditors’ Statements - Statements Statement Profit or Loss of Financial Report Table of Highlights - and Other Position Contents Bank Comprehensive Income 272 276 277 Statement of Statement of Notes to the Changes in Cash Flows Financial Equity Statements

Financial Reports

The Financial Statements presented herein have been prepared in compliance with all the applicable rules and regulations including the Sri Lanka Accounting Standards, the Companies Act No. 07 of 2007 and the Listing Rules of the Colombo Stock Exchange.

Annual Report 2014 Commercial Bank of Ceylon PLC 265 FINANCIAL REPORTS

Financial Calendar

2014 123456789101112 Jan Feb Mar Apr May Jun Jul Aug Sep Oct Nov Dec

Consolidated Annual Report Interim Report - Interim Report - Interim Report - Results, release, Quarter 1, Quarter 2, Quarter 3, February 28 March 9 May 09 August 14 November 13 Annual General Meeting, March 31

2014 2015

Final Dividend for the previous year paid/payable On April 09, 2014 On April 10, 2015 Interim Dividends for the year paid/payable On November 21, 2014 On February 05, 2015 In the second half 2015 Annual Report and Accounts for the year signed/to be signed On February 23, 2015 In February 2016 Annual General Meeting to be held On March 31, 2015 In March 2016 Final Dividend for the year to be proposed On March 31, 2015 In March 2016 Final Dividend for the year to be paid On April 10, 2015 In April 2016

Submission of the Interim Financial Statements in Terms of the Rule 7.4 of the Colombo Stock Exchange and as per the Requirements of the Central Bank of Sri Lanka

2014 2015 Submitted on To be submitted on or before

For the 3 months ended March 31, (unaudited) May 09, 2014 May 15, 2015 For the 3 and 6 months ended June 30, (unaudited) (*) August 14, 2014 August 15, 2015 For the 3 and 9 months ended September 30, (unaudited) November 13, 2014 November 15, 2015 For the 3 months and year ended December 31, (unaudited) February 23, 2015 February 29, 2016

(*) The Financial Statements of the Bank were audited. FINANCIAL REPORTS 266 Commercial Bank of Ceylon PLC Annual Report 2014

Independent Auditors' Report

TO THE SHAREHOLDERS OF COMMERCIAL BANK OF CEYLON PLC Report on the Financial Statements ~%T<##%>S=& ~U=T%%<#T#^%TU#<&# Commercial Bank of Ceylon PLC (“the Company”) and the appropriate to provide a basis for our audit opinion. =##=&%>#%###<>& #&=&#% ^&%> S<S=#%/=>& then ended in accordance with Sri Lanka Accounting Standards. out on pages 269 to 405. Report on Other Legal and Regulatory Requirements Board Responsibility for the Financial Statements As required by section 163(2) of the Companies Act No. 07 of 2007, The Board of Directors (“Board”) is responsible for the preparation of we state the following: %=%ST<#&T^# with Sri Lanka Accounting Standards, and for such internal control as (a) The basis of opinion and scope and limitations of the audit are as _##>U=%&= stated above statements that are free from material misstatement, whether due to (b) In our opinion: fraud or error. Q ^%TU#==%&#/=% were required for the audit and, as far as appears from our Auditors’ Responsibility /<S#%TU` H<U=>/%= by the Company, statements based on our audit. We conducted our audit in Q -%=&%>ST<#& accordance with Sri Lanka Auditing Standards. Those standards T^&=DU# require that we comply with ethical requirements and plan and &=&#% ^&%>% perform the audit to obtain reasonable assurance about whether the ended in accordance with Sri Lanka Accounting Standards. =&&= Q -%=&%>#%}< An audit involves performing procedures to obtain audit evidence comply with the requirements of sections 151 and 153 U<%<##=<%=-% of the Companies Act No. 07 of 2007. procedures selected depend on the auditors’ judgement, including %&%`&=&%= statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the >Œ&%=%ST<# fair view in order to design audit procedures that are appropriate in Chartered Accountants %<U<&%<&/S on the effectiveness of the entity’s internal control. An audit also Colombo includes evaluating the appropriateness of accounting policies used February 23, 2015 and the reasonableness of accounting estimates made by Board, as ^==T=<S%T==&%=

M.R. Mihular FCA P.Y.S. Perera FCA C.P. Jayatilake FCA KPMG, a Sri Lankan Partnership and a member firm T.J.S. Rajakarier FCA W.W.J.C. Perera FCA Ms. S. Joseph FCA of the KPMG network of independent member firms Ms. S.M.B. Jayasekara ACA W.K.D.C. Abeyrathne ACA S.T.D.L. Perera FCA G.A.U. Karunaratne ACA R.M.D.B. Rajapakse ACA Ms. B.K.D.T.N. Rodrigo ACA affiliated with KPMG International cooperative (”KPMG International”), a Swiss entity. Principals - S.R.I. Perera ACMA, LLB, Attorney-at-Law, H.S. Goonewardene ACA Annual Report 2014 Commercial Bank of Ceylon PLC 267 FINANCIAL REPORTS

Financial Statements - Table of Contents

Page No. Page No.

Primary Financial Statements Income Statement 269 27. Balances with Central Banks 318 $&'# 28. Placements with Banks 319 Other Comprehensive Income 270 29. Derivative Financial Assets 319 Statement of Financial Position 271 30. Other Financial Instruments – Held-for-Trading 319 Statement of Changes in Equity – Group 272 31. Loans and Receivables to Banks 322 Statement of Changes in Equity – Bank 274 32. Loans and Receivables to Other Customers 322 Statement of Cash Flows 276 33. Financial Investments – Available-for-Sale 329 34. Investments in Subsidiaries 333 Notes to the Financial Statements - General 35. Investments in Associates 335 1. Reporting Entity 277 36. Property, Plant & Equipment 336 2. Basis of Preparation 278 37. Intangible Assets 347 3. Financial Risk Management 281 38. Leasehold Property 349 4. Fair Value Measurement 283 39. Other Assets 349 5. $S"<S'= Recognition of Assets and Liabilities 285 Notes to the Financial Statements – Statement of 6. $S"<S'= Financial Position: Liabilities and Equity ‚S&#3/ 301 40. Due to Banks 350 7. $S"<S'= 41. Derivative Financial Liabilities 350 -/3/ 302 42. Due to Other Customers/Deposits from Customers 350 8. $S"<S'= 43. Other Borrowings 351 Statement of Cash Flows 303 44. <-/U= 352 9. New Accounting Standards Applied Effective from January 01, 2014 303 45. D&#-/"#U= 352 10. New Accounting Standards Issued 46. Other Provisions 354 But Not Yet Effective 303 47. Other Liabilities 354 48. Due to Subsidiaries 359 Notes to the Financial Statements – Income Statement 49. Subordinated Liabilities 360 11. Gross Income 304 50. Stated Capital 361 12. Net Interest Income 304 51. Statutory Reserves 363 13. Net Fees and Commission Income 306 52. Retained Earnings 364 14. Net Gains/(Losses) from Trading 307 53. Other Reserves 364 15. Net Gains/(Losses) from Financial Investments 307 54. Non-Controlling Interest 366 16. Other Income (Net) 308 17. Impairment Charges for Loans and Other Losses 308 Notes to the Financial Statements – Other Disclosures 18. '=3/ 308 55. Contingent Liabilities and Commitments 367 19. Depreciation and Amortisation 309 56. Net Assets Value Per Ordinary Share 368 20. H%HS3/ 309 57. Litigation Against the Bank 368 21. -/3/ 310 58. Maturity Analysis 369 22. Earnings Per Share (EPS) 311 59. Operating Segments 372 23. Dividends 312 60. Related Party Disclosures 374 61. Q%=<##'_&-/ 378 Notes to the Financial Statements – 62. Change in Operating Assets 378 Statement of Financial Position: Assets 63. Change in Operating Liabilities 379 24. =&I="# 64. Operating Leases 379 Financial Liabilities 313 65. Financial Risk Review 380 25. Assets and Liabilities Measured at Fair Value 66. Events After the Reporting Period 405 and Fair Value Hierarchy 315 26. Cash and Cash Equivalents 318 FINANCIAL REPORTS 268 Commercial Bank of Ceylon PLC Annual Report 2014

Financial Statements Highlights - Bank Annual Report 2014 Commercial Bank of Ceylon PLC 269 FINANCIAL REPORTS

Income Statement

GROUP BANK For the year ended December 31, Note 2014 2013 Change 2014 2013 Change Rs. ’000 Rs. ’000 % Rs. ’000 Rs. ’000 %

Gross income 11 74,537,814 73,704,516 1.13 74,441,840 73,736,267 0.96 Interest income 61,932,876 62,754,147 (1.31) 61,832,018 62,763,644 (1.48) / 34,613,052 36,855,204 (6.08) 34,610,179 36,878,755 (6.15) Net interest income 12 27,319,824 25,898,943 5.49 27,221,839 25,884,889 5.16 Fees and commission income 5,613,684 4,880,093 15.03 5,592,744 4,876,517 14.69 I#/ 764,322 627,235 21.86 761,527 627,235 21.41 Net fees and commission income 13 4,849,362 4,252,858 14.03 4,831,217 4,249,282 13.69 Net gains/(losses) from trading 14 (305,492) (1,625,926) 81.21 (305,492) (1,625,926) 81.21 S)=&=< #S#&T=<%

Less: Expenses '=/ 18 8,956,323 8,221,265 8.94 8,903,048 8,186,205 8.76 Depreciation and amortisation 19 1,262,000 868,382 45.33 1,200,546 936,257 28.23 H%S/ 20 5,501,963 5,300,824 3.79 5,622,578 5,424,330 3.65 \!|=$~|= ">!=$~>= 18,541,905 16,654,587 11.33 18,425,207 16,479,473 11.81 =<"###-/"-= T#_<=#S-/_- 2,688,551 1,968,954 36.55 2,688,991 1,968,954 36.57 \!|=$~|= ">!=$~>= 15,853,354 14,685,633 7.95 15,736,216 14,510,519 8.45 $%&&&/ 6,563 5,285 24.18 – –– $ 15,859,917 14,690,918 7.96 15,736,216 14,510,519 8.45 // 21 4,617,124 4,117,461 12.14 4,556,035 4,065,008 12.08 11,242,793 10,573,457 6.33 11,180,181 10,445,511 7.03

Equity holders of the Bank 11,238,892 10,563,378 6.39 11,180,181 10,445,511 7.03 Non-controlling interest 3,901 10,079 (61.30) – –– 11,242,793 10,573,457 6.33 11,180,181 10,445,511 7.03

Basic earnings per ordinary share (Rs.) 22 13.01 12.24 6.29 12.94 12.10 6.94 Diluted earnings per ordinary share (Rs.) 22 12.95 12.22 5.97 12.88 12.09 6.53

The Notes appearing on pages 277 to 405 form an integral part of these Financial Statements. FINANCIAL REPORTS 270 Commercial Bank of Ceylon PLC Annual Report 2014

Statement of Profit or Loss and Other Comprehensive Income

GROUP BANK For the year ended December 31, 2014 2013 Change 2014 2013 Change Rs. ’000 Rs. ’000 % Rs. ’000 Rs. ’000 %

11,242,793 10,573,457 6.33 11,180,181 10,445,511 7.03

'+" <=S)=##U= (60,828) (21,409) (184.12) (60,667) (20,668) (193.53) ‚<&##U=U=>) (84,484) (29,088) (190.44) (84,259) (28,705) (193.53) D&#/%S)T=<= gains/(losses) (23,656) (7,679) (208.06) (23,592) (8,037) (193.54) Net change in revaluation surplus 1,638,518 (121,178) 1,452.16 1,500,805 (121,178) 1,338.51 %ST=<<=<)# 1,812,757 – – 1,621,489 – – D&#/%S)T= revaluation surplus 174,239 121,178 43.79 120,684 121,178 (0.41)

' Net gains/(losses) arising from translating the Financial Statements of the foreign operation (60,430) 361,343 (116.72) (57,151) 350,969 (116.28) Net fair value gains/(losses) on re-measuring Financial investments – Available-for-sale 681,002 1,579,100 (56.87) 681,011 1,579,100 (56.87)

Sri Lanka Government Securities 640,437 1,437,346 (55.44) 640,446 1,437,346 (55.44) Fair value gains/(losses) arose during the year, &/ 2,247,787 1,982,249 13.40 2,247,796 1,982,249 13.40 Fair value gains/(losses) realised and recycled to %$#=&/ (1,607,350) (544,903) (194.98) (1,607,350) (544,903) (194.98)

Equity Securities 40,565 141,754 (71.38) 40,565 141,754 (71.38) Fair value gains/(losses) arose during the year, &/ 40,565 141,754 (71.38) 40,565 141,754 (71.38) Fair value gains/(losses) realised and recycled to %$#=&/ – –– – –– Share of other comprehensive income of associates, &/ 6,402 (2,132) 400.28 – –– Other comprehensive income for the year, $ 2,204,664 1,795,724 22.77 2,063,998 1,788,223 15.42 Total comprehensive income for the year 13,447,457 12,369,181 8.72 13,244,179 12,233,734 8.26

Equity holders of the Bank 13,436,055 12,359,090 8.71 13,244,179 12,233,734 8.26 Non-controlling interest 11,402 10,091 12.99 – –– Total comprehensive income for the year 13,447,457 12,369,181 8.72 13,244,179 12,233,734 8.26 Annual Report 2014 Commercial Bank of Ceylon PLC 271 FINANCIAL REPORTS

Statement of Financial Position

GROUP BANK As at December 31, Note 2014 2013 Change 2014 2013 Change Rs. ’000 Rs. ’000 % Rs. ’000 Rs. ’000 %

Cash and cash equivalents 26 20,621,778 14,263,533 44.58 20,591,867 14,261,549 44.39 Balances with Central Banks 27 19,633,746 18,431,936 6.52 19,633,746 18,431,936 6.52 Placements with banks 28 14,507,861 4,131,814 251.13 14,507,861 4,131,814 251.13 DTT= 29 459,510 837,694 (45.15) 459,510 837,694 (45.15) H%=< K=#Q&Q#S 30 6,326,636 6,379,058 (0.82) 6,326,636 6,379,058 (0.82) Loans and receivables to banks 31 551,066 546,270 0.88 551,066 546,270 0.88 Loans and receivables to other customers 32 498,165,419 410,935,979 21.23 497,065,787 410,951,440 20.95 Financial investments – Available-for-sale 33 214,225,017 131,756,525 62.59 214,208,370 131,756,525 62.58 Financial investments – Held-to-maturity – –– – –– Investments in subsidiaries 34 – –– 1,211,000 288,946 319.11 Investments in associates 35 106,287 94,173 12.86 44,331 44,331 – Property, plant & equipment 36 11,134,861 9,175,225 21.36 9,953,091 8,387,344 18.67 Intangible assets 37 856,230 477,728 79.23 439,128 467,593 (6.09) Leasehold property 38 108,872 110,324 (1.32) 75,420 76,362 (1.23) Other assets 39 10,560,430 9,424,248 12.06 10,541,817 9,426,730 11.83 Total assets 797,257,713 606,564,507 31.44 795,609,630 605,987,592 31.29

Due to banks 40 25,669,025 14,194,219 80.84 25,260,976 14,194,219 77.97 DTT==U= 41 1,193,139 1,411,916 (15.50) 1,193,139 1,411,916 (15.50) H%==U= K=#Q&Q#S – –– – –– Due to other customers/Deposits from customers 42 529,266,588 451,098,946 17.33 529,361,484 451,152,923 17.34 Other borrowings 43 136,027,625 53,997,503 151.91 136,201,082 54,173,175 151.42 </=U= 44 2,037,388 1,780,867 14.40 1,997,990 1,758,574 13.61 D&#/=U= 45 2,876,199 1,763,414 63.10 2,573,760 1,563,070 64.66 Other provisions 46 1,874 2,409 (22.21) 1,874 2,409 (22.21) Other liabilities 47 17,669,903 9,885,815 78.74 17,443,531 9,827,209 77.50 Due to subsidiaries 48 – –– 19,289 15,686 22.97 Subordinated liabilities 49 11,262,573 10,944,412 2.91 11,044,775 10,944,412 0.92 Total liabilities 726,004,314 545,079,501 33.19 725,097,900 545,043,593 33.03

!" Stated capital 50 21,457,501 19,586,813 9.55 21,457,501 19,586,813 9.55 Statutory reserves 51 4,327,103 4,034,614 7.25 4,327,103 4,034,614 7.25 Retained earnings 52 4,418,412 4,359,632 1.35 4,258,287 4,233,364 0.59 Other reserves 53 41,002,819 33,465,169 22.52 40,468,839 33,089,208 22.30 Total equity attributable to equity holders of the Bank 71,205,835 61,446,228 15.88 70,511,730 60,943,999 15.70 Non-controlling interest 54 47,564 38,778 22.66 – –– Total equity 71,253,399 61,485,006 15.89 70,511,730 60,943,999 15.70 Total liabilities and equity 797,257,713 606,564,507 31.44 795,609,630 605,987,592 31.29 Contingent liabilities and commitments 55 352,453,452 295,451,955 19.29 352,453,452 295,451,955 19.29 Net assets value per ordinary share (Rs.) 56 82.24 72.37 13.64 81.44 71.78 13.46

The Notes appearing on pages 277 to 405 form an integral part of these Financial Statements. These Financial Statements have been prepared in compliance with requirements of the Companies Act No. 07 of 2007.

K.D.N. Buddhipala %&I=H&

The Board of Directors is responsible for the preparation and presentation of these Financial Statements. Approved and signed for and on behalf of the Board,

K.G.D.D. Dheerasinghe M.P. Jayawardena J. Durairatnam Mrs. J.R. Gamage Chairman Deputy Chairman Managing Director Company Secretary Colombo February 23, 2015 FINANCIAL REPORTS 272 Commercial Bank of Ceylon PLC Annual Report 2014

Statement of Changes in Equity – Group

Statutory Reserves Stated Statutory Primary Dealer Capital Reserve Special Risk Fund Reserve

Rs. ’000 Rs. ’000 Rs. ’000

Balance as at January 01, 2013 18,008,796 3,245,818 187,577 Total comprehensive income for the year 2013 '&%> ––– H%%T&/ ––– <=S)=##U= ––– Net change in revaluation surplus ––– &T=<S)=Q<S=T "T=U=Q&Q= ––– S)=S&=S%=&&S ––– Total comprehensive income for the year 2013 –––

Transactions with owners recognised directly in equity, contributions and distributions to owners Issue of ordinary shares under Employee Share Option Plans [Refer Note 50] 76,074 – – Dividends to equity holders 1,501,943 – – Second interim dividend for 2012 [Refer Note 23] – – – Final cash dividend for 2012 – – – I=#T##&#%&&<#==&^% 1,501,943 – – First interim dividend for 2013 [Refer Note 23] – – – D&#/&&Q]<T – – – ‚=&#ST=U=Q&Q=T – – – Transfers during the year [Refer Notes 51, 52 and 53] – 522,276 78,943 Total transactions with equity holders 1,578,017 522,276 78,943 Balance as at December 31, 2013 19,586,813 3,768,094 266,520

Total comprehensive income for the year 2014 '&%> – – – H%%T&/ – – – <=S)=##U= – $%&%%T&&&/ ––– Net change in revaluation surplus ––– &T=<S)=Q<S=T "T=U=Q&Q= ––– S)=S&=S%=&&S ––– Total comprehensive income for the year 2014 – – –

Transactions with owners, recognised directly in equity, contributions and distributions to owners Issue of ordinary shares under Employee Share Option Plans [Refer Note 50] 340,763 – – Dividends to equity holders 1,529,925 – – Second interim dividend for 2013 [Refer Note 23] – – – Final cash dividend for 2013 – – – I=#T##&#%&&<#==&^% 1,529,925 – – First interim dividend for 2014 [Refer Note 23] – – – ‚Q=&T=U=Q&Q=QT#S – Transfers during the year [Refer Notes 51, 52 and 53] – 559,009 – Transfer to general reserve [Refer Notes 51, 52 and 53] – – (266,520) Total transactions with equity holders 1,870,688 559,009 (266,520) Balance as at December 31, 2014 21,457,501 4,327,103 –

The Notes appearing on pages 277 to 405 form an integral part of these Financial Statements. Annual Report 2014 Commercial Bank of Ceylon PLC 273 FINANCIAL REPORTS

Other Reserves Retained Revaluation Available- Foreign Investment General Shareholders’ Non- Total Earnings Reserve for-Sale Currency Fund Reserve Funds Controlling Equity Reserve Translation Account Interest Reserve Rs. ’000 Rs. ’000 Rs. ’000 Rs. ’000 Rs. ’000 Rs. ’000 Rs. ’000 Rs. ’000 Rs. ’000

4,172,814 4,737,125 475,467 (755,101) 2,846,935 20,048,989 52,968,420 32,141 53,000,561

10,563,378 – – – – – 10,563,378 10,079 10,573,457 (21,421) (121,178) 1,576,968 361,343 – – 1,795,712 12 1,795,724 (21,421) – – – – – (21,421) 12 (21,409) – (121,178) – – – – (121,178) – (121,178) – – 1,576,968 – – – 1,576,968 – 1,576,968 – – – 361,343 – – 361,343 – 361,343 10,541,957 (121,178) 1,576,968 361,343 – – 12,359,090 10,091 12,369,181

– – – – – – 76,074 – 76,074 (5,444,752) – – – – – (3,942,809) (2,616) (3,945,425) (833,609) – – – – – (833,609) – (833,609) (1,668,826) – – – – – (1,668,826) – (1,668,826) (1,668,826) – – – – – (166,883) (1,308) (168,191) (1,273,491) – – – – – (1,273,491) (1,308) (1,274,799) (14,547) – – – – – (14,547) (838) (15,385) 28,967 – (28,967) – – – – – – (4,924,807) – – – 1,991,758 2,331,830 – – – (10,355,139) – (28,967) – 1,991,758 2,331,830 (3,881,282) (3,454) (3,884,736) 4,359,632 4,615,947 2,023,468 (393,758) 4,838,693 22,380,819 61,446,228 38,778 61,485,006

11,238,892 – – – – – 11,238,892 3,901 11,242,793 (54,422) 1,631,013 681,002 (60,430) – – 2,197,163 7,501 2,204,664 (60,824) – – – – – (60,824) (4) (60,828) 6,402 – – – – – 6,402 – 6,402 – 1,631,013 – – – – 1,631,013 7,505 1,638,518 – – 681,002 – – – 681,002 – 681,002 – – – (60,430) – – (60,430) – (60,430) 11,184,470 1,631,013 681,002 (60,430) – – 13,436,055 11,402 13,447,457

– – – – – – 340,763 – 340,763 (5,547,136) – – – – – (4,017,211) (2,616) (4,019,827) (849,148) – – – – – (849,148) – (849,148) (1,699,917) – – – – – (1,699,917) (1,308) (1,701,225) (1,699,917) – – – – – (169,992) – (169,992) (1,298,154) – – – – – (1,298,154) (1,308) (1,299,462) (31,099) – 31,099 – – – – – – (5,547,455) – – – 388,446 4,600,000 – – – – – – – (5,227,139) 5,493,659 – – – (11,125,690) – 31,099 – (4,838,693) 10,093,659 (3,676,448) (2,616) (3,679,064) 4,418,412 6,246,960 2,735,569 (454,188) – 32,474,478 71,205,835 47,564 71,253,399 FINANCIAL REPORTS 274 Commercial Bank of Ceylon PLC Annual Report 2014

Statement of Changes in Equity – Bank

Statutory Reserves Stated Statutory Primary Dealer Capital Reserve Special Risk Fund Reserve

Rs. ’000 Rs. ’000 Rs. ’000

Balance as at January 01, 2013 18,008,796 3,245,818 187,577 Total comprehensive income for the year 2013 '&%> ––– H%%T&/ ––– <=S)=##U= ––– Net change in revaluation surplus ––– &T=<S)=Q<S=T "T=U=Q&Q= ––– S)=S&=S%=&&S ––– Total comprehensive income for the year 2013 –––

Transactions with owners, recognised directly in equity, contributions and distributions to owners Issue of ordinary shares under Employee Share Option Plans [Refer Note 50] 76,074 – – Dividends to equity holders 1,501,943 Second interim dividend for 2012 [Refer Note 23] ––– Final cash dividend for 2012 ––– I=#T##&#%&&<#==&^% 1,501,943 – – First interim dividend for 2013 [Refer Note 23] ––– Transfers during the year [Refer Notes 50, 51 and 52] – 522,276 78,943 Total transactions with equity holders 1,578,017 522,276 78,943 Balance as at December 31, 2013 19,586,813 3,768,094 266,520

Total comprehensive income for the year 2014 '&%> ––– H%%T&/ ––– <=S)=##U= ––– Net change in revaluation surplus ––– &T=<S)=Q<S=T "T=U=Q&Q= ––– S)=S&=S%=&&S ––– Total comprehensive income for the year 2014 –––

Transactions with owners, recognised directly in equity, contributions and distributions to owners Issue of ordinary shares under Employee Share Option Plans [Refer Note 50] 340,763 – – Dividends to equity holders 1,529,925 Second interim dividend for 2013 [Refer Note 23] ––– Final cash dividend for 2013 ––– I=#T##&#%&&<#==&^% 1,529,925 – – First interim dividend for 2014 [Refer Note 23] ––– Transfers during the year [Refer Notes 51, 52 and 53] – 559,009 – Transfer to general reserve [Refer Notes 51, 52 and 53] – – (266,520) Total transactions with equity holders 1,870,688 559,009 (266,520) Balance as at December 31, 2014 21,457,501 4,327,103 –

The Notes appearing on pages 277 to 405 form an integral part of these Financial Statements. Annual Report 2014 Commercial Bank of Ceylon PLC 275 FINANCIAL REPORTS

Other Reserves Retained Revaluation Available- Foreign Investment General Shareholders’ Non- Total Earnings Reserve for-Sale Currency Fund Reserve Funds Controlling Equity Reserve Translation Account Interest Reserve Rs. ’000 Rs. ’000 Rs. ’000 Rs. ’000 Rs. ’000 Rs. ’000 Rs. ’000 Rs. ’000 Rs. ’000

4,178,080 4,343,232 475,467 (757,894) 2,846,935 20,048,989 52,577,000 – 52,577,000

10,445,511 – – – – – 10,445,511 – 10,445,511 (20,668) (121,178) 1,579,100 350,969 – – 1,788,223 – 1,788,223 (20,668) – – – – – (20,668) – (20,668) – (121,178) – – – – (121,178) – (121,178) – – 1,579,100 – – – 1,579,100 – 1,579,100 – – – 350,969 – – 350,969 – 350,969 10,424,843 (121,178) 1,579,100 350,969 – – 12,233,734 – 12,233,734

– – – – – – 76,074 – 76,074 (5,444,752) – – – – – (3,942,809) – (3,942,809) (833,609) – – – – – (833,609) – (833,609) (1,668,826) – – – – – (1,668,826) – (1,668,826) (1,668,826) – – – – – (166,883) – (166,883) (1,273,491) – – – – – (1,273,491) – (1,273,491) (4,924,807) – – – 1,991,758 2,331,830 – – – (10,369,559) – – – 1,991,758 2,331,830 (3,866,735) – (3,866,735) 4,233,364 4,222,054 2,054,567 (406,925) 4,838,693 22,380,819 60,943,999 – 60,943,999

11,180,181 – – – – – 11,180,181 – 11,180,181 (60,667) 1,500,805 681,011 (57,151) – – 2,063,998 – 2,063,998 (60,667) – – – – – (60,667) – (60,667) – 1,500,805 – – – – 1,500,805 – 1,500,805 – – 681,011 – – – 681,011 – 681,011 – – – (57,151) – – (57,151) – (57,151) 11,119,514 1,500,805 681,011 (57,151) – – 13,244,179 – 13,244,179

– – – – – – 340,763 – 340,763 (5,547,136) – – – – – (4,017,211) – (4,017,211) (849,148) – – – – – (849,148) – (849,148) (1,699,917) – – – – – (1,699,917) – (1,699,917) (1,699,917) – – – – – (169,992) – (169,992) (1,298,154) – – – – – (1,298,154) – (1,298,154) (5,547,455) – – – 388,446 4,600,000 – – – – – – – (5,227,139) 5,493,659 – – – (11,094,591) – – – (4,838,693) 10,093,659 (3,676,448) – (3,676,448) 4,258,287 5,722,859 2,735,578 (464,076) – 32,474,478 70,511,730 – 70,511,730 FINANCIAL REPORTS 276 Commercial Bank of Ceylon PLC Annual Report 2014

Statement of Cash Flows

GROUP BANK For the year ended December 31, Note 2014 2013 2014 2013 Rs. ’000 Rs. ’000 Rs. ’000 Rs. ’000

#$% $ 15,859,917 14,690,918 15,736,216 14,510,519 Adjustments for; Q%=<##U&/ 61 5,259,655 5,768,801 5,211,421 5,862,574 Change in operating assets 62 (177,812,671) (102,776,236) (178,345,779) (102,740,182) Change in operating liabilities 63 177,867,627 76,882,830 178,481,088 76,915,896 Gains/(losses) on sale of property, plant & equipment 16 2,144 (11,115) 4,916 (233) $%&&/ (6,563) (5,285) – – Dividend income from subsidiaries and associates 16 851 2,691 (70,383) (72,530) /

#$%' Net purchase of property, plant & equipment (1,072,322) (957,152) (989,864) (956,337) Proceeds from sale of property, plant & equipment 33,391 31,431 13,649 11,927 '<%&=T (6,868,493) (2,749,888) (6,868,493) (2,749,888) '#&=#<>&=T 964,499 1,723,893 964,499 1,723,893 Net purchase of intangible assets (144,494) (119,903) (144,417) (119,449) % ^&T

#$%$ Net proceeds from issue of ordinary voting shares 50 340,763 76,074 340,763 76,074 Net proceeds from subordinated liabilities 49 – 9,468,750 – 9,468,750 Repayment of subordinated liabilities 49 – (550) – (550) Interest paid on subordinated liabilities (749,190) (492,745) (738,668) (492,745) Dividend paid to non-controlling interest 54 (2,616) (2,616) – – Dividend paid to shareholders of the Bank (4,017,211) (3,942,809) (4,017,211) (3,942,809) >€~!" (4,428,254) 5,106,104 (4,415,116) 5,108,720 Net increase/(decrease) in cash and cash equivalents 6,358,245 (5,488,672) 6,330,318 (5,471,285) Cash and cash equivalents as at January 01, 14,263,533 19,752,205 14,261,549 19,732,834 Cash and cash equivalents as at December 31, 26 20,621,778 14,263,533 20,591,867 14,261,549

The Notes appearing on pages 277 to 405 form an integral part of these Financial Statements. Annual Report 2014 Commercial Bank of Ceylon PLC 277 FINANCIAL REPORTS

Notes to the Financial Statements

1. Reporting Entity 1.1 Corporate Information Commercial Bank of Ceylon PLC (the ‘Bank’) is a public limited The staff strength of the Bank as at December 31, 2014 was 4,852 =U=>>=#%=U$`3/%S# (4,730 as at December 31, 2013). on June 25, 1969 under the Companies Ordinance No. 51 of 1938, (and domiciled) in Sri Lanka. It is a licensed commercial bank For further information please refer the inner back cover of this regulated under the Banking Act No. 30 of 1988 and amendments Annual Report. thereto. The Bank was re-registered under the Companies Act No. 07 of 2007 on January 23, 2008, under the Company Registration No. 1.2 Consolidated Financial Statements ';-%S#&&%_`<#‹= The Consolidated Financial Statements as at and for the year ended House’, No. 21, Sir Razik Fareed Mawatha, Colombo 01, Sri Lanka. December 31, 2014, comprise the Bank (Parent Company) and its The ordinary shares of the Bank have a primary listing on the Subsidiaries (together referred to as the ‘Group’ and individually as =U$`3/%S ‘Group entities’), and the Group’s interest in its Associates.

-%_`#%T#U='&^-%_` the ultimate parent of the Group.

1.3 Principal Business Activities, Nature of Operations and Ownership by the Bank in its Subsidiaries and Associates

Entity Principal Business Activities Ownership at Ownership at December 31, December 31, 2014 2013

+, 'T#S%TS&=TS N/A N/A S#=U`S#S&&Q% banking, resident and non-resident foreign currency operations, T=Q=#T#=#>##S ¡S#T=U`S=S%<% S<=#<S&==#=#U## cards, tele-banking facilities, internet banking, mobile banking, money remittance facilities, dealing in Government Securities and treasury- =##<=>`SU<==#S/ and domestic factoring, pawning, margin trading, e-Banking services, Bancassurance and Islamic banking products and services, etc.

Commercial Development Property development & related ancillary services and outsourcing 94.55% 94.55% Company PLC of staff for non-critical functions of the Bank. ONEzero Company Ltd. Providing IT-related services. 100.00% 100.00% /$`$‚ Acting as an agent to the Bank and providing money transfer services, 100.00% 100.00% opening accounts, issuance and encashment of foreign currencies and travellers’ cheques and collecting applications for credit facilities. The commercial operations of this company are yet to be commenced. Indra Finance Ltd. 'T#S=T=<#S=S%<%= 100.00% (*) N/A

Equity Investments Lanka Ltd. Fund management 22.92% 22.92% Commercial Insurance Insurance brokering 18.91% (**) 18.91% (**) Brokers (Pvt) Ltd.

(*) As per the Financial Sector Consolidation Road Map of the Central Bank of Sri Lanka, the Bank acquired 100% stake in Indra Finance Ltd. on September 01, 2014. (**) 20% stake of Commercial Insurance Brokers (Pvt) Ltd. is held by Commercial Development Company PLC, a 94.55% owned subsidiary of the Bank, which is listed on %=U$`3/%S-%_`%S <T=#ST&=<_`'T#% holds only 18.91%. FINANCIAL REPORTS 278 Commercial Bank of Ceylon PLC Annual Report 2014

Notes to the Financial Statements

-%^S%S%<&%= The Board of Directors acknowledges their responsibility for U<T&%_`#%}<#<S%=> Financial Statements as set out in the ‘Annual Report of the Board under review. of Directors’, ‘Statement of Directors’ Responsibility’ and the %$&I='S 2. Basis of Preparation 206 and 271 respectively.

2.1 Statement of Compliance These Financial Statements include the following components: The Consolidated Financial Statements of the Group and the  $#$&'#H% separate Financial Statements of the Bank, have been prepared and %TT#S%&%= presented in accordance with the Sri Lanka Accounting Standards performance of the Group and the Bank for the year under review. (SLFRSs) laid down by The Institute of Chartered Accountants of Refer pages 269 and 270; Sri Lanka and in compliance with the requirements of the Companies  a Statement of Financial Position providing the information on the Act No. 07 of 2007 and the Banking Act No. 30 of 1988 and =&%}<#%_`%>Q# amendments thereto and provide appropriate disclosures as required Refer page 271; U>%S‚<=&%=U$`3/%S-%I= $/&&% ^%TU#  a Statement of Changes in Equity depicting all changes in following the accrual basis of accounting. shareholders’ funds during the year under review of the Group and the Bank. Refer pages 272 to 275. These SLFRSs are available at www.casrilanka.com.  a Statement of Cash Flows providing the information to the users, on the ability of the Group and the Bank to generate cash and cash The Group did not adopt any inappropriate accounting treatments ]<T=#%#&<=%% ^ which are not in compliance with the requirements of the SLFRSs Refer page 276 and and regulations governing the preparation and presentation of the Financial Statements.  Notes to the Financial Statements comprising Accounting Policies #%/=>&‚&S D=&%}<Œ$S"<S'=&==^##<S the year are given in Notes 5 to 8 on pages 285 to 303. 2.3 Approval of Financial Statements by the Board of Directors The formats used in the preparation of the Financial Statements and %#=<#%==>^%%#& The Financial Statements of the Group and the Bank for the year prescribed by the Central Bank of Sri Lanka for the preparation, ended December 31, 2014 (including comparatives for 2013) were presentation and publication of Annual Audited Financial Statements approved and authorised for issue by the Board of Directors in of Licensed Commercial Banks. accordance with Resolution of the Directors on February 23, 2015.

2.2 Responsibility for Financial Statements 2.4 Basis of Measurement The Board of Directors of the Bank is responsible for the preparation The Financial Statements of the Group have been prepared on the and presentation of the Financial Statements of the Group and the %=U/&%&==^S=# Bank as per the provisions of the Companies Act No. 07 of 2007 the Statement of Financial Position. and SLFRSs.

Items Basis of Measurement Note No./s Page/s

K=#&#S= Fair Value 29 & 30 319 instruments including =#TT Financial investments Fair Value 33 329 -available-for-sale Land & buildings Measured at cost at the time of acquisition and subsequently at revalued 36 336 amounts which are the fair values at the date of revaluation D#UU=S U=>&##UU=SS#%T=< 47.1, 47.2 355, 356 &%##UU=S=%=&%==< & 47.4 & 358 unrecognised actuarial gains, less unrecognised past service cost and unrecognised actuarial losses Annual Report 2014 Commercial Bank of Ceylon PLC 279 FINANCIAL REPORTS

Notes to the Financial Statements

2.5 Functional and Presentation Currency Items included in the Financial Statements of the Group are measured Statements and to enhance the inter-period comparability. The using the currency of the primary economic environment in which the #=&%I=$&% Bank operates (the Functional Currency). previous year is amended, where relevant for better presentation and to be comparable with those of the current year. Each entity in the Group determines its own functional currency and items included in the Financial Statements of these entities are 2.10 Use of Judgements and Estimates measured using that Functional Currency. There was no change In preparing the Financial Statements of the Group in conformity in the Group’s Presentation and Functional Currency during the year with SLFRSs, the Management has made judgements, estimates and under review. assumptions that affect the application of Accounting Policies and the #<&=U=#/"<= These Financial Statements are presented in Sri Lankan Rupees, the results may differ from these estimates. Estimates and underlying Group’s Functional and Presentation Currency. assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised prospectively. The information presented in US Dollars in the Section on ‘Supplementary Information’ on pages 409 and 410 does not form -%S&<>#= part of the Financial Statements and is made available solely for the ¡<#S=>S"<S'=%%TS information of stakeholders. effect on the amounts recognised in the Financial Statements of the Group are as follows: 2.6 Presentation of Financial Statements 2.10.1 Going Concern The assets and liabilities of the Group presented in the Statement of Financial Position are grouped by nature and listed in an order that The Management has made an assessment of its ability to continue as %=T=]<#>#<> SS##%%%<< in business for the foreseeable future. Furthermore, the Management #¡<%TU#& >&&&S% ^&>=<%>S Financial Statements. doubt upon the Group’s ability to continue as a going concern. Therefore, the Financial Statements of the Group continue to be An analysis on recovery or settlement within 12 months from the prepared on a going concern basis. Reporting date and after more than 12 months from the Reporting date is presented in Note 58 on pages 369 to 371. 2.10.2 Fair Value of Financial Instruments -%#&&T=<&=#= I=#==U=&&#%< liabilities recorded on the Statement of Financial Position for which reported in the Statement of Financial Position only when there is a there is no observable market price are determined using a variety legally enforceable right to offset the recognised amounts and there of valuation techniques that include the use of mathematical models. is an intention to settle on a net basis, or to realise the assets and The Group measures fair value using the fair value hierarchy that =%=U=<=<=>#/ %S&<<#`S< offset in the Income Statement unless required or permitted by an @%#=S<#&T=<&=<#& "<S$###==>#=# value hierarchy are stated in Note 4 on page 283. the Accounting Policies of the Bank. 2.10.3 Financial Assets and Liabilities Classification 2.7 Materiality and Aggregation -%$S"<S'=&%}<T# Each material class of similar items is presented separately in the &#=U=U=##&& Financial Statements. Items of dissimilar nature or function are accounting categories in certain circumstances. presented separately unless they are immaterial as permitted by  the Sri Lanka Accounting Standard - LKAS 1 on ‘Presentation of =&>S==U=‹IT=<%S=‹K=#<>Œ%}<% %‚<%<#/^%%^## determined that it has both the positive intention and ability to hold as permitted by the Sri Lanka Accounting Standard - LKAS 1 on the assets until their maturity date as required by Note 5.3.3.5 on ‘Presentation of Financial Statements’. page 289.

2.9 Comparative Information 2.10.4 Impairment Losses on Loans and Receivables Comparative information including quantitative, narrative and -%}<T^#T#<==>S=##T descriptive information is disclosed in respect of the previous each Reporting date to assess whether an impairment loss should period for all amounts reported in the Financial Statements in order be provided for in the Income Statement. In particular, Management’s to enhance the understanding of the current period’s Financial judgement is required in the estimation of the amount and timing &&<<% ^^%#S%= FINANCIAL REPORTS 280 Commercial Bank of Ceylon PLC Annual Report 2014

Notes to the Financial Statements

These estimates are based on assumptions about a number of factors 2.10.6 Impairment Losses on Non-Financial Assets and hence actual results may differ, resulting in future changes to the The Group assesses whether there are any indicators of impairment provisions made. for an asset or a Cash-Generating Unit (CGU) at each Reporting date or more frequently, if events or changes in circumstances necessitate The individual component of the total provision for impairment applies to do so. This requires the estimation of the ‘Value in use’ of such =T=<##T#<==>&#U# individual assets or the CGUs. Estimating ‘Value in use’ requires @SŒU&%T=<&%% ^ %@S`&%/#&<< %/#UT#S%% ^ % ^&%%}{#==<U= @S`¡<#SU<U^Œ=< discount rate in order to calculate the present value of the relevant and the net realisable value of any underlying collateral. Each impaired % ^-%T=<]<%}<` asset is assessed on its merits, and the workout strategy and estimate U</#&<<% ^##<#% &% ^##TU= they are subject to uncertainty.

A collective component of the total provision is established for: Refer Note 5.8 on page 297 for details.  groups of homogeneous loans and advances that are not ###T#<==>S£# 2.10.7 Revaluation of Property, Plant & Equipment The Group measures land and buildings at revalued amounts with  S<&%#T#<==>SU<%^ found to be individually impaired changes in fair value being recognised in Equity through Other Comprehensive Income (OCI). The Group engaged independent The collective provision for groups of homogeneous loans is professional valuers to assess fair value of land and buildings as at U=%#<S=%#<% ^ December 31, 2014. The key assumptions used to determine the fair methodology, risk migration analysis) or, a formula approach based value of the land and building and sensitivity analyses are provided in %==/<S%==> Note 36.5 (b) on page 341. of historical data on delinquency to estimate the amount of loss. Management applies judgement to ensure that the estimate of loss 2.10.8 Useful Life-time of the Property, Plant & Equipment arrived at on the basis of historical information is appropriately The Group reviews the residual values, useful lives and methods of #¡<# %###</% depreciation of Property, Plant & Equipment at each Reporting date. Reporting date. The loss rates are regularly benchmarked against B<#S&%@S/#%&% <==/ values, rates, methods and hence they are subject to uncertainty.

In assessing the need for collective loss allowance, Management 2.10.9 Deferred Tax Assets #&<%#]<=>&/== D&#/S#&/=% collateral ratio, level of restructured performing loans) portfolio size, /%UU=%&<</U=^==UT=U= concentrations and economic factors. To estimate the required S^%%<%/=U<=#B<#S ==^<##%^%= ]<##%<&#&#/%U modelled and to determine the required input parameters, based on S#U#<%=`=>S#=T=&&<</U= %=/#<#=<#S S%^%&<</Q=SS => S^%}D'#<TS rating, etc). Refer Note 7.2 on page 302 for details. The accuracy of the provision depends on the model assumptions 2.10.10 Defined Benefit Obligation and parameters used in determining the collective provision. -%&%##U=##<S<= Refer Note 5.3.10.1 on page 292 for details. valuation. The actuarial valuation involves making assumptions about #</#&<&<<=> 2.10.5 Impairment of Financial Investments – increases, mortality rates and future pension increases, etc. Due to Available-for-Sale the long term nature of these plans, such estimates are subject to S<> -%}<T^%#U<=#T=U=Q&Q sale investments at each Reporting date to assess whether they are Refer Note 47 on page 354 for the assumptions used. impaired. This requires similar judgements as applied on the individual assessment of loans and advances. 2.10.11 Provisions for Liabilities, Commitments and Contingencies The Group also records impairment charges on available-for-sale ]<>T^%%%US=S# The Group receives legal claims against it in the normal course of decline in the fair value below their cost along with the historical share business. Management has made judgements as to the likelihood of T#<#/<^%%%&T=<& any claim succeeding in making provisions. The time of concluding investment is less than its cost. =S==<%<&U=< ^& U-S#<==>##%#< Refer Note 5.3.10.2 on page 293 for details. process in respective legal jurisdictions. Annual Report 2014 Commercial Bank of Ceylon PLC 281 FINANCIAL REPORTS

Notes to the Financial Statements

&U<S&<># Operational Risk critical judgements in applying Accounting Policies other than those The risk of loss arising from systems failure, human error, fraud or #UT%%TS&&%<S# /=T~%=&=&&T=>= in the Consolidated Financial Statements, are described in Notes risks can cause damage to reputation, have legal or regulatory 5.11 to 5.17 on page 290. ==#==-%_`/ eliminate all operational risks, but it endeavours to manage these risks 2.11 Events After the Reporting Period through a control framework and by monitoring and responding to Events after the Reporting period are those events, favourable and potential risks. unfavourable, that occur between the Reporting date and the date when the Financial Statements are authorised for issue. Controls include effective segregation of duties, access, authorisation and reconciliation procedures, staff education and assessment In this regard, all material and important events that occurred after the processes, such as the use of internal audit. Reporting period have been considered and appropriate disclosures are made in Note 66 on page 405 where necessary. Bank’s Risk Management Framework The Board of Directors of the Bank has the overall responsibility 3. Financial Risk Management for the establishment and oversight of the Bank’s Risk Management Risk is inherent in the Bank’s activities, but is managed through a Framework. &SS#<#S The Risk Management Policy of the Bank translates overall risk subject to risk limits and other controls. This process of risk appetite on business activities in a holistic approach to provide the S=%_`Œ<SU=># guidance required for convergence of strategic and risk perspectives %#T#<=^%%_`<U=&%`/< of the Bank. =S%%U=-%_`/#£ The Risk Management Policy Framework constitutes the Credit Credit Risk Policy, Lending Guidelines, ALM Policy including Liquidity Risk The risk that the Bank will incur a loss because its customers or '=>IS3/%S'=>H=‚`'=>-‚` counterparties fail to discharge their contractual obligations. Management Policy, Market Risk Management Policy, Stress -S'=>^%%%TU=>U=%#T# The Bank manages and controls credit risk by setting limits on the control and guidance for decision-making throughout the Bank amount of risk it is willing to accept for individual counterparties in an uniform manner. and for geographical and industry concentrations and by monitoring /<=<%= The Committee structure embedded to the system acts as a fact #S##`S<%>%-%_`= /<``%#SQ#S&= The Board of Directors of the Bank has formed a mandatory and manages each of those portfolios separately. Sub-Committee namely, the Board Integrated Risk Management Committee (BIRMC) as per Banking Act Direction No. 11 of 2007 on The market risk for the trading portfolio is monitored and Corporate Governance. The performance of the Committee and the managed closely. duties and roles of members are reviewed by the Board annually.

Liquidity Risk -%S&%3/<TS#‚`@S -%`%%_`^==<#&<=>SU=S Committee (EIRMC) are conducted on a monthly basis to discuss #^%==U=%=#U>#=TS Credit and Operational risk matters of the Bank while priority is given %%=]<#>`U<& for liquidity and market risks at the ALCO meetings that convene at the possibility that the Bank might be unable to meet its payment least once in fortnight. obligations when they fall due under both normal and stress circumstances. In addition, the Risk Management Department carries out semi-annual Bank-wide risk assessment function focusing on adherence to laws, -=%`@S%S#&#T#&<#S regulations and regulatory guidelines as well as internal controls and sources in addition to its core deposit base and adopted a policy of approved policies. A dedicated Compliance Department is entrusted managing assets with liquidity in mind and monitoring future cash with the responsibility of monitoring these requirements on an ^#=]<#>#=>U-%_`%#T=#= ongoing basis. control processes and contingency plans for managing liquidity risk. Further, the Management Audit function of the Bank independently -%&/#% ^#% monitors and evaluates the risk management function of the Bank and availability of high grade collateral which could be used to secure provides their views on adequacy of the Risk Management Framework additional funding if required. to the Board Audit Committee. FINANCIAL REPORTS 282 Commercial Bank of Ceylon PLC Annual Report 2014

Notes to the Financial Statements

Bank’s Financial Risk Management Framework

Bank’sBBaanankk’k’ss SStrategytrategyttrtrarraaatteeggygy

BANK’S RISK STRATEGY

RiRisksk Policies,Policies, Risk Management Risk Appetite and RiRisksk AAssessment,ssessment, ProceProceduresdures anandd FFrameworkramework TToleranceolerance Level Control and MitigatioMitigationn PProcessesrocesses

FORMAL AUDIT

USE OF APPROPRIATE SYSTEMS, TOOLS AND TECHNIQUES FOR MONITORING AND MEASUREMENT

MONITORING, REPORTING AND REVIEW

Management of Credit Risk The Risk Management Department provides risk approval for individual proposals above predetermined threshold levels, Lending Guidelines of the Bank formulated in consultation with consequent to a rigorous independent risk evaluation guided by #S{T#/#S<=>&# Credit Policy, Lending Guidelines and circular instructions within risk grading, their acceptability of collateral, etc. as well as limits a limit framework stemming from risk appetite of the Bank. /<#=T=T<< parties, geographies and segments. Management of Liquidity Risk A robust risk grading system incorporating Basel requirement of Market Risk Management Policy and the ALCO Policy of the Bank facility rating and counterparty ratings is adopted by the Bank for approved by the Board of Directors sets the tone for managing evaluation of credit proposals. This risk grading framework consists liquidity risk of the Bank. Liquidity risk of the Bank is given utmost of 10 grades of varying degrees of risk as an indicator for the Lending priority when managing a wide range of other risks due to the fact that H&T=<#T<U=`Q^##Q&& ##%=`&>=< their propositions. These risk grades are reviewed by the Integrated Risk Management Department regularly. The Bank’s Treasury Department is entrusted with managing liquidity of the Bank on real-time basis to ensure smooth functioning of Portfolio level credit risk analyses are taken up at monthly EIRMC business activities at all other business units of the Bank. as well as quarterly BIRMC meetings. Individual credit proposals T=<#U>%#SH&T#U>%"<%S Having access to a substantial stable Current Account and Savings H&^%%%%>D=S#"<%>T= whilst Account (CASA) base due to its wide branch network and the top of ensuring a minimum of four eyes principle when approving any lending the mind perception created in the depositors in general, for stability =3=&TS=T=<U#/< provides immense strength to the Bank in managing liquidity. =T=^===`S&U^ Having high quality liquid assets at the disposal of the Bank is another -%3/<T#3#%_## =<&&%_`-%S%&<%^=> # Committee (BCC) are entrusted with high value approval of facilities the new Basel III parallel computation the Bank carries out for arriving at while the Board will be the ultimate authority for approving facilities Liquidity Coverage Ratio as per the CBSL guidelines that recorded very beyond predetermined threshold levels. healthy results as compared to regulatory minimum threshold levels.

Deliberations take place at BCC level on facilities taken up for Contingency funding plans available, constant monitoring of salient T=^%%#%%=###& liquidity ratios and scenario based stress testing being carried out T=&%_#U#]<<&/<# regularly, provide the sense of Bank with required indicators enabling /# the Bank to take proactive measures that could provide time to overcome any adverse liquidity position on a future date. Annual Report 2014 Commercial Bank of Ceylon PLC 283 FINANCIAL REPORTS

Notes to the Financial Statements

Management of Market Risk @`‚`'=>"H'=>#IS3/%S‚`'=> IT Risk of the Bank is managed through strict monitoring of Key IT are the three main policies that constitute the framework governing Risk Indicators while Vulnerability Assessment and Penetration Tests the Market Risk Management function of the Bank. US#<U>U%=#/=S<= intervals to identify the relevant risks. D<%U<#=##U>%_`/<]<> and commodity risk was kept at bay throughout the year. Refer Note 65 on pages 380 to 405 for ‘Financial Risk Review’.

However, Interest Rate Risk arising from the Banking Book as well A detailed write up on how the Risk Management is carried out -#S_`#IS3/%S‚`S&#=S within the Bank’s Financial Risk Management Framework with due <%%==<><#/%_` #ST&<%ST# associated risk elements. assessment, monitoring, reporting and mitigation, are discussed in detail in the Section on ‘Managing Risk at Commercial Bank’ on ^/#U>%<>#<S% pages 218 to 245 The write up referred to above does not form part ##%=`$`=>% framework in a market where much stability was observed in the The fair value of an asset or a liability is measured using the major currency that the Bank deals in, i.e. USD. The positions were assumptions that market participants would use when pricing the subjected to sensitivity analysis to provide insight to possible losses/ asset or liability, assuming that market participants act in their gains arising from currency appreciation/depreciations, respectively economic best interest. as the reporting currency of the Bank being LKR. Despite political <=/#‚<){`#@##=3< "&T=<<&Q=`< during this year, the Bank’s FX risk position remains relatively `U=>SUU><S unscathed due to not having position in currencies of such origins. the asset in its highest and best use or by selling it to another market participant that would use the asset in its highest and best use. Operational Risk Management 3/=&=T=<T=T#&T=<&S Sound Operational Risk Management practices are embedded in to assets such as land and building. the work process through Bank’s culture, internal policy framework and as per regulatory requirements. Fair Value Hierarchy The Group measures the fair value using the following fair value Circular instructions and Operational Risk Management Policy play %%>^%% %S&%<<#`S a major part in bringing together business practices with accepted the measurement. benchmarks to ensure minimum disruption to processes, personnel, technology and infrastructure. Level 1 ==&^`#"<#&<^%=>U=%# Inputs that are unadjusted quoted market prices in an active ‘three lines of defense’ serve the Bank to manage Operational Risk at market for identical instruments current acceptable levels. When available, the Group measures the fair value of an instrument Risk and Control Self Assessment (RCSA) framework is adopted using active quoted prices or dealer price quotations (assets and long to identify risks involved in business activities of the Bank and to positions are measured at a bid price; liabilities and short positions implement appropriate mitigatory measures after assessing criticality are measured at an ask price), without any deduction for transaction of such risks. costs. A market is regarded as active if transactions for asset or =U=>`=^%<&&]<>#T=<T# pricing information on an ongoing basis. FINANCIAL REPORTS 284 Commercial Bank of Ceylon PLC Annual Report 2014

Notes to the Financial Statements

Level 2 Inputs other than quoted prices included within Level that are $<U=^#/&$S"<S'=% observable either directly (i.e. as prices) or indirectly (i.e. derived details of which are available on the pages that follow: from prices) This category includes instruments valued using; Page No. (a) quoted market in active markets for similar instruments, 5 $S<S=Q recognition of assets and liabilities 285 (b) quoted prices for identical or similar instruments in markets that 5.1 Basis of consolidation 285 are considered to be less active, or 5.2 Foreign currency 286 %T=<%]<^%%===S< are directly or indirectly observable from market data. 5.3 Financial instruments - initial recognition, =#U 297 `/S#=#%T=<#= 5.11 Other liabilities 299 5.12 Provisions 299 Assumptions and inputs used in valuation techniques include risk-free 5.13 Restructuring 299 and benchmark interest rates, risk premiums in estimating discount U##]<>&S/%S/# 5.14 Onerous contracts 299 volatilities and corrections. 5.15 Financial guarantees and loan commitments 299 5.16 Commitments 299 Observable prices or model inputs such as market interest rates 5.17 Contingent liabilities and commitments for are usually available in the market for listed equity securities and leasing arrangements 299 government securities such as treasury bills and bonds. Availability 5.18 Stated capital and reserves 300 of observable prices and model inputs reduces the need for management judgement and estimation while reducing uncertainty 5.19 Earnings Per Share (EPS) 300 associated in determining the fair values. 5.20 Operating segments 300 5.21 Fiduciary assets 301 @#=#¡<# %#&U##` 6 $S<S=QS =<###UT=< &#/ 301 #¡<=]<#>##=%#="= 6.1 #/ 301 ==<=#^%<%=<## ‹D>Œ=#&##S#=>^%% 6.2 I##/ 301 inputs become observable or on derecognition of the instrument. 6.3 Net gains/(losses) from trading 301 6.4 Dividend income 301 "=>&&T=<<&=#Q= 6.5 Lease income 301 assets and liabilities is provided in Note 25 on page 315. 6.6 Lease payments 301 Significant Accounting Policies 6.7 ‚=#/ 302 7 $S<S=Q The Accounting Policies set out below have been applied consistently // 302 to all periods presented in the Financial Statements of the Group, unless otherwise indicated. 7.1 </ 302 7.2 D&#/ 302 These Accounting Policies have been applied consistently by 7.3 -//< 302 Group entities. 7.4 Crop Insurance Levy (CIL) 302 7.5 ~%%=#S/#T###U<#U>% bank, subsidiaries and associates 302 7.6 Economic Service Charge (ESC) 302 7.7 =<###/=T 303 7.8 _<=#S-/=T_- 303 8 Statement of Cash Flows 303 Annual Report 2014 Commercial Bank of Ceylon PLC 285 FINANCIAL REPORTS

Notes to the Financial Statements

5. Significant Accounting Policies - Recognition of The reason for using a different Reporting date by the aforesaid Assets and Liabilities subsidiary is due to the requirement imposed by the Central Bank &$`&=# 5.1 Basis of Consolidation =##`>&#&Q%# The Group’s Financial Statements comprise consolidation of the ended March 31 and 6 months period ended September 30, every Financial Statements of the Bank, its Subsidiaries in terms of the year, in accordance with a format prescribed by the Director of the Sri Lanka Accounting Standard - SLFRS 10 on ‘Consolidated and Department of Supervision of Non-Bank Financial Institutions of the Separate Financial Statements’ and the proportionate share of the Central Bank of Sri Lanka. =#&"&% Sri Lanka Accounting Standard - LKAS 28 on ‘Investments in All intra-group balances, transactions, unrealised gains and losses Associates and Joint Ventures’. The Bank’s Financial Statements <=S&QS<#/ comprise the amalgamation of the Financial Statements of the eliminated in full. Domestic Banking Unit, the Off-Shore Banking Centre and the international operations of the Bank. -%S%U=>&$ below). The consideration transferred in the acquisition is generally <#&T=<%#U=]<# A listing of the Bank’s Subsidiaries together with contingencies Any goodwill that arises is tested annually for impairment (Refer of Subsidiaries is set out in Notes 34 and 55.4 (a) on pages 333 Note 5.7.3.1.1 on page 296). Any gain on a bargain purchase is and 368. S#=#=>- /#<#/&%>=#%<& -%<#=&&==$S= arising from intra-group transactions, are eliminated in preparing the 5.1.3 Subsidiaries Consolidated Financial Statements. Unrealised losses are eliminated %^><=#SU<=>%/%% Subsidiaries are investees controlled by the Group. The Group is no evidence of impairment. ‹=ŒT&/#%S%TU= returns from its involvement with the investee and has the ability to 5.1.5 Loss of Control affect those returns through its power over the investee. The Group reassesses whether it has control if there are changes to one or When the Group loses control over a subsidiary, it derecognises more of the elements of control. This includes circumstances in the assets and liabilities of the subsidiary, and any related NCI and which protective rights held (e.g. those resulting from a lending other components of equity. Any resulting gain or loss is recognised relationship) become substantive and lead to the Group having in Income Statement. Any interest retained in the former subsidiary is power over an investee. measured at fair value when control is lost.

The cost of an acquisition is measured at fair value of the Subsequently, it is accounted for as an Associate or in accordance consideration, including contingent consideration. The acquired ^%%}<Œ"<S'=>&=< #U==U=#S=U=<# ##S%=T=& <# at their fair values at the date of acquisition. Subsequent to the initial measurement the Bank continues to recognise the investments in 5.1.6 Associates Subsidiaries at cost. "%^%%%}<%S <U<=T%TU=<%

The Financial Statements of all subsidiaries in the Group have a Investments in associates are accounted for using the equity =>^%%#DU/&% method and are recognised initially at cost, in terms of Sri Lanka #I#=#>^%= Accounting Standards - LKAS 28 on ‘Investments in Associates year ends on March 31. The Financial Statements of the Bank’s and Joint venture’. The Group’s investment includes goodwill Subsidiaries are prepared using consistent accounting policies. ##]<&><<=#= FINANCIAL REPORTS 286 Commercial Bank of Ceylon PLC Annual Report 2014

Notes to the Financial Statements

The Consolidated Financial Statements include the Group’s share 5.1.7 Material Gains or Losses, Provisional Values or &%#/#]<>T&]<>Q Error Corrections accounted investees, after adjustments to align the Accounting There were no material gains or losses, provisional values or error '=^%%&%}<&%#%S corrections recognised during the year in respect of the business <<=%#%S < combinations that took place in previous periods. Accordingly, under the Equity Method, investments in Associates are carried at cost plus post-acquisition changes in the Group’s share of 5.2 Foreign Currency net assets of the Associates and are reported as a separate line item %$&I='-%$ 5.2.1 Foreign Currency Translations the Group’s share of the results of operations of the Associates. Any The Group’s Consolidated Financial Statements are presented in change in OCI of those investees is presented as part of the Group’s Sri Lankan Rupees, which is also the Bank’s functional currency. The OCI. In addition, when there has been a change recognised directly Financial Statements of the Off-Shore Banking centre of the Bank and in the equity of the associate, the Group recognises its share of any the Financial Statements of the Foreign Operations of the Bank have changes, when applicable, in Equity through OCI. Unrealised gains U=#%}<Œ'<>/=# and losses resulting from transactions between the Group and the under Notes 5.2.3 and 5.2.4 below: "=#%/&%" 5.2.2 Foreign Currency Transactions and Balances ~%%}<Œ%&=/#]<>Q accounted investee, the carrying amount of that interest, including Foreign currency transactions are translated into the Functional any long term investments, is reduced to nil and the recognition of <>^%%$`‚<<S%/%S &<%=#<#/%/%%}< prevailing at the dates of the transactions. In this regard, the Bank’s has an obligation or has made payments on behalf of the investee. <%##=&/%S<=S%# &%"%}<< of the transaction. SS%&%=>&%&% equal the share of losses not recognised previously. Monetary assets and liabilities denominated in foreign currencies at the Reporting date are retranslated to the Functional Currency at The Group discontinues the use of the Equity Method from the %##=/%S&%I<=<><=S% #%%TS <T" Reporting date. The foreign currency gain or loss on monetary items and accounts for such investments in accordance with the Sri is the difference between amortised cost in the Functional Currency Lanka Accounting Standard - LKAS 39 on ‘Financial Instruments: at the beginning of the year adjusted for effective interest and Recognition and Measurement’. payments during the year, and the amortised cost in foreign currency =#%/%S%‚S# {=&S <T%"%}< measures and recognises any retained investment at its fair value. Any Non-monetary assets and liabilities denominated in foreign currencies difference between the carrying amount of the Associate upon loss of that are measured at fair value are retranslated to the Functional S <#%&T=<&%#T# <>%/%S%#%%&T=<^ #&#=S#= determined. Foreign currency differences arising on retranslation S#=/&#&&S% After application of the Equity Method, the Group determines whether =&T=U=Q&Q=]<><==U=> it is necessary to recognise an impairment loss on its investment in designated as a hedge of the net investment in a foreign operation, its Associate. At each Reporting date, the Group determines whether ]<=&>S% ^%#S^%%S#H there is objective evidence that the investment in the Associate is Non-monetary items that are measured in terms of historical cost in a impaired. If there is such evidence, the Group calculates the amount &S<>=#<S%/%S%#& of impairment as the difference between the recoverable amount the transaction. of the Associate and its carrying value then recognises the loss as ‹$%&&"Œ%$ 5.2.3 Transactions of the Off-Shore Banking Centre -%###^%UT/ The Financial Statements of all Associates in the Group have a %=&%<=^S%#TS/%S& =>^%%#DU =&%$#$&' and Other Comprehensive Income. Net gains and losses are dealt -%S%U=>&%" %

A listing of the Group’s Associates together with their fair values and -%<=#=&T%%T the Group’s share of contingent liabilities of such Associates are set Functional Currency different from the Bank’s Presentation Currency out in Notes 35 and 55.4 (b) on pages 335 and 368. are translated into the Bank’s Presentation Currency as follows:  "#=U==#%&/%S<=S $<#=&&=="&%_` at the Reporting date. together with the Bank’s interests is given in the Section on ‘Group Structure’ on page 408. Annual Report 2014 Commercial Bank of Ceylon PLC 287 FINANCIAL REPORTS

Notes to the Financial Statements

 #/=#%TS/%S value is determined using data which is not observable, the difference rate for the period, unless this average rate is not a reasonable between the transaction price and model value is only recognised in /&%T=S%#^%% %^%%<UUTU=^%% #/=#%/%S instrument is derecognised. The ‘Day 1 loss’ arising in the case of ruling at the transaction date. loans granted to employees at concessionary rates under uniformly applicable schemes is deferred and amortised using Effective Interest  "==<=S/%S#&&S#%% Rates (EIR) over the remaining service period of the employees or OCI and accumulated in the Foreign Currency Translation Reserve tenure of the loan whichever is shorter. (Translation Reserve), which is a separate component of Equity, /%/%%=#&&==# Refer Note 6.1 on page 301. the NCI. 5.3.3 Classification and Subsequent Measurement of When a Foreign Operation is disposed of such that control is lost, the cumulative amount in the Translation Reserve related to that foreign Financial Assets =#=&%}<#&=> }<==&%&==^SS part of its interest in a subsidiary that includes a Foreign Operation  I="&T=<%

5.3 Financial Instruments - Initial Recognition, -%$

5.3.1 Date of Recognition Please refer Notes 5.3.3.1 to 5.3.3.7 on pages 287 to 289 for details The Group initially recognises loans and advances, deposits, debt #&&>&=S#%$& securities issued and subordinated liabilities on the date on which Financial Position. %>S#"==%=<=<#SS<=Q ^><%#=&=S#% 5.3.3.1 Financial Assets at Fair Value through Profit or Loss trade date, which is the date on which the Group becomes a party to I=&T=<%

-%=&=<=S 5.3.3.1.1 Financial Assets Held-for-Trading depends on their purpose and characteristics and the Management’s I==#%=#&#S&£ intention in acquiring them. Please refer Notes 5.3.3 and 5.3.4 for  they are acquired principally for the purpose of selling or &<%#==&=< repurchasing in the near term; or

"===<<#==>%&T=<=<  they hold as a part of a portfolio that is managed together for short- transaction costs that are directly attributable to acquisition or issue `S£ &<%=</%&=  %>&&#TT=<#U>% #==U=&T=<%Œ= term is still appropriate. When the Group is unable to trade these ‹#'=3/Œ^%& =#<T`#@SŒ FINANCIAL REPORTS 288 Commercial Bank of Ceylon PLC Annual Report 2014

Notes to the Financial Statements

==%%&U=&<<S=>%S%}< 5.3.3.2 Loans and Receivables to Banks and >==&>%=< Other Customers ‘Loans and receivables to banks and other customers’ comprised of Financial assets held for trading include instruments such as Q#TT=^%/##U=> Government and other debt securities and equity instruments that are not quoted in an active market, other than: that have been acquired principally for the purpose of selling or repurchasing in the near term and derivatives, including separated  those that the Group intends to sell immediately or in the near term U####TT/=#U=^<=%>#S# and those that the Group, upon initial recognition, designates as at effective hedging instruments. &T=<%

 those that the Group, upon initial recognition, designates as D=&=%=#&#SST available-for-sale on page 319.  those for which the Group may not recover substantially all of its Derivatives Recorded at Fair Value through Profit or Loss initial investment, other than because of credit deterioration. The Bank uses derivatives such as interest rate swaps, foreign <>^#&^#&S/%S ‘Loans and receivable to banks and other customers’ include Amounts Derivatives are recorded at fair value and carried as assets when due from banks, Loans & Advances, Lease Receivable and Securities their fair value is positive. Changes in the fair value of derivatives are purchased under resale agreements of the Group. included in ‘Net Gains/(Losses) from Trading’ (under customers) in the Income Statement. When the Group is the lessor in a lease agreement that transfers substantially all of the risks and rewards incidental to ownership of the DTTU###%=<# %=%S=#= separate derivatives and recorded at fair value if their economic "<TU=<#=&==T# characteristics and risks are not closely related to those of the <#=#T&=# host contract, and the host contract is not itself held for trading lease receivable and are presented within ‘Loans and receivables to #S#&T=<%#<<S <#&T=<%%_`#=# the short term, the commitment is recorded only when it is an onerous  %U####TT%S=> #%% ^%^<=#%^%TU]<# contract that is likely to give rise to a loss. under the contract. Details of ‘Loans and receivables to banks and other customers’ are I=#S#&T=<% income is recorded in ‘other operating income’ when the right to enters into an agreement to resale the asset (or a similar asset) receive the payment has been established. /#&<<#‚T‚%S <#&=%$&I= -%}<%#S#>=<= ' S%Œ

Notes to the Financial Statements

Details of ‘Securities purchased under resale agreements’ are given in amortisation is included in ‘Interest Income’ while the losses arising Note 32.1(a) on page 323. from impairment of such investments are recognised in ‘Impairment charges for loans and other losses’ in the Income Statement. 5.3.3.3 Other Financial Investments Classified as Loans and Receivables &%}<^===&>%S amount of held-to-maturity investments before maturity (other than in ‹H%=T=#=#TU=Œ <#%$`"<S include unquoted debt instruments. After initial measurement, these Standard - LKAS 39 on ‘Financial Instruments: Recognition and are subsequently measured at amortised cost using the EIR, less Measurement’), the entire category would be tainted and would have provision for impairment. Amortised cost is calculated by taking into U=#T=U=Q&Q=I<%%}<^<=# account any discount or premium on acquisition and fees and costs U%U#&=&>S>=%=#QQ<> that are an integral part of the EIR. The amortisation is included during the following two years. in ‘Interest Income’ while the losses arising from impairment are recognised in ‘Impairment charges for loans and other losses’ in the -%}<%#S#>=<%=#QQ Income Statement. <>=T D=&‹H%=T=#=# receivables’ are given in Note 32 on page 322. 5.3.3.6 Cash and Cash Equivalents Cash and cash equivalents include cash in hand, placements with 5.3.3.4 Financial Investments – Available-for-Sale banks and loans at call and at short notice that are subject to an S`&%S%&T=<#<#U>% "T=U=Q&Q==T=<#]<>##U Group in the management of its short term commitments. They are <3]<>T=#T=U=Q&Q= brought to Financial Statements at their face values or the gross %^%%%=#%=#&#S#S# values, where appropriate. There were no cash and cash equivalents &T=<% held by the Group companies that were not available for use by ##U%=#&##&#>U=# the Group. in response to needs for liquidity or in response to changes in the market conditions. Cash and cash equivalents are carried at amortised cost in the Statement of Financial Position. Derivatives are recorded at fair value and carried as liabilities when their fair value is negative. Details of Cash and cash equivalents are given in Note 26 to the Financial Statements on page 318. The Group has not designated any loans or receivables as available- for-sale. 5.3.3.7 Balances with Central Banks "&=<T=U=Q&Q==T The Monetary Law Act requires that all commercial banks operating subsequently measured at fair value. in Sri Lanka to maintain a statutory reserve equal to 6% on all deposit liabilities denominated in Sri Lankan Rupees (6% in 2013). The Unrealised gains and losses are recognised in Equity through OCI Bank’s Bangladesh operation is required to maintain the statutory %‹"T=U=Q&Q=TŒ~%%=T liquidity requirement of 19.5% (19% in 2013) on time and demand are disposed of, the cumulative gain or loss previously recognised liabilities (both local and foreign currencies), inclusive of 6.5% (6% 3]<>>=#=‹H%SŒ in 2013) in the form of a Cash Reserve Requirement and the balance #^%=%=#ST=U=Q&Q==T 13% (13% in 2013) by way of foreign currency and/or in the form of is reported as ‘Interest Income’ using the EIR. Dividend earned whilst unencumbered securities held with the Bangladesh Bank. %=#ST=U=Q&Q==TS#% Income Statement as ‘Other operating income’ when the right to Balances with Central Banks are carried at amortised cost in the receive the payment has been established. The losses arising from Statement of Financial Position. impairment of such investments too are recognised in the Income $‹==TŒ# Details of the Balances with Central Banks are given in Note 27 to removed from the ‘Available-for-sale reserve’. the Financial Statements on page 318.

Details of Financial Investments – Available-for-Sale are given in 5.3.4 Classification and Subsequent Measurement of Note 33 on page 329 Financial Liabilities }<===U=&%&==^S 5.3.3.5 Financial Investments – Held-to-Maturity categories: K=#QQ<>=TQ#TT=  ^%/##U=>#/#<^%% I==U=&T=<%=T Held-for-trading; or measured at amortised cost using the EIR, less impairment. Amortised  DS#&T=<%

Notes to the Financial Statements

-%U^S =U=%=#Q&Q#S#==U=#S#< #U="<#U^S&= =S&T=<% incurred principally for the purpose of repurchasing in the near term or holds as a part of a portfolio that is managed together for short 5.3.4.2.2 Due to Other Customers/Deposits from `S Customers These include non-interest-bearing deposits, savings deposits, -%S>=<##TT=<#U> ##>U===#&# the Group that are not designated as hedging instruments in hedge Subsequent to initial recognition deposits are measured at their relationships as per the Sri Lanka Accounting Standard - LKAS 39 #<S%3‚%#/^%%}< on ‘Financial Instruments: Recognition and Measurement’. Separated #S=U=&T=<%U=%#S#= they are designated as effective hedging instruments. Details of ‘Due to other customers/Deposits from customers’ are Derivatives are recorded at fair value and carried as liabilities when given in Note 42 on page 350. their fair value is negative. 5.3.4.2.3 Debt Securities Issued }===U=%=#Q&Q#SS# These represent the funds borrowed by the Group for long term in the Income Statement. funding requirements. Subsequent to initial recognition debt securities issued are measured at their amortised cost using the EIR D=&#TT==U=ST %#/^%%}<#S#U<<# page 350. &T=<%U=S# = 5.3.4.1.2 Financial Liabilities Designated at Fair Value through Profit or Loss The Group does not have any debt securities issued as at the I==U=#S#&T=<% >U=<#‹3/Œ<S%3‚ S<%%=/# price on a future date (Repos), the arrangement is accounted for as -%}<%#S#>==U=<= ==U=>%$&I=' S% S&T=<%%U=S%%U>%/%S& -%}<=Q#TT=<&% /#<&%%=&/#<U& ‘held-for-trading’ category and into the ‘available-for-sale’, ‘loans own equity shares. and receivables’, or ‘held to maturity’ categories as permitted by the Sri Lanka Accounting Standard - LKAS 39 on ‘Financial Instruments: "&=S<%==U= Recognition and Measurement’. Further, in certain circumstances, measured at amortised cost using the EIR method. Amortised cost %}<#=&>=<<&% is calculated by taking into account any discount or premium on ‘available-for-sale’ category and into the ‘loans and receivables’ Annual Report 2014 Commercial Bank of Ceylon PLC 291 FINANCIAL REPORTS

Notes to the Financial Statements

S>‚=##&T=<%#& When assets are sold to a third party with a concurrent total rate of =^%%U%^# return swap on the transferred assets, the transaction is accounted &<#S==#<% I=^%/#<>=#<&% transactions because the Group retains all or substantially all of the ‘available-for-sale’ category, any previous gain or loss on that asset risks and rewards of ownership of such assets. %%US#3]<>#= over the remaining life of the asset using the EIR. Any difference In transactions in which the Group neither retains nor transfers U^%^##%/#% ^= ==&%`#^#&^%&= amortised over the remaining life of the asset using the EIR. In the asset and it retains control over the asset, the Group continues &=%#%T/#<>%S S%%/&<ST=T =S#%=^%<%= ##U>%/^%%/#%S% =###&&%=## value of the transferred asset. to be impaired, then the amount recorded in Equity is recycled to = In certain transactions, the Group retains the obligation to service %&#=&&-%&# The Group may reclassify a non-derivative trading asset out of derecognised if it meets the derecognition criteria. An asset or liability the ‘held-for-trading’ category and into the ‘loans and receivables’ is recognised for the servicing contract if the servicing fee is more S>&%#&=#TU=#% than adequate (asset) or is less than adequate (liability) for performing }<%%#U=>%=#%=&% the servicing. &U=&<<<=<>&==# and if the Group subsequently increases its estimates of future cash 5.3.6.2 Financial Liabilities receipts as a result of increased recoverability of those cash receipts, -%}<#S==U=>^%<= the effect of that increase is recognised as an adjustment to the EIR U=S#%S#==#/# from the date of the change in estimate. 5.3.7 Offsetting of Financial Instruments ‚=%=&%@S# determined on an instrument-by-instrument basis. I=#==U=&&#%< reported in the Statement of Financial Position if, and only if, there is a -%}<#=&>>=<%& currently enforceable legal right to offset the recognised amounts and T=<%&=SI<% there is an intention to settle on a net basis, or to realise the assets %}<#=&>>=<<&%& and settle the liabilities simultaneously. T=<%&<=S^ #S#&T=<%^% permitted under SLFRSs, or for gains and losses arising from a group of similar transactions such as in the Group’s trading activity. 5.3.6 Derecognition of Financial Assets and Financial Liabilities 5.3.8 Amortised Cost Measurement 5.3.6.1 Financial Assets "‹#Œ&===U=>% -%}<#S=^%%<=S% <^%%%==U=><#= %% ^&%=/&% recognition, minus principal repayments, plus or minus the cumulative S%T%<=% ^^%% amortisation using the EIR method of any difference between ==&%`#^#&^%&%= the initial amount recognised and the maturity amount, minus any asset are transferred or in which the Group neither transfers nor reduction for impairment. retains substantially all of the risks and rewards of ownership and it #=&%= 5.3.9 Fair Value of Financial Instruments

H#S&=%#&&U^% IT=<<&=<=<#S%& carrying amount of the asset (or the carrying amount allocated to the T=<%%>/=#%S! portion of the asset derecognised) and the sum of the consideration received (including any new asset obtained less any new liability 5.3.10 Identification and Measurement of Impairment of assumed) and any cumulative gain or loss that had been recognised Financial Assets HS#=">&# At each Reporting date the Group assesses whether there is =%]<=&>&#S%# U¡TT#%=#&T=< retained by the Group is recognised as a separate asset or liability. % assets or a portion of them. In such cases, the transferred assets #S#3/=&<%< lending and sale and repurchase transactions. FINANCIAL REPORTS 292 Commercial Bank of Ceylon PLC Annual Report 2014

Notes to the Financial Statements

HU¡TT#%==<#S]<>< increases or decreases because of an event occurring after the are impaired can include: impairment was recognised, the previously recognised impairment loss is increased or reduced by adjusting the provision account.  S=#&<=>&%U^< If a future write-off is later recovered, the recovery is credited to the  reschedulement of credit facilities, ‘other income’.

 default or delinquency by a borrower, Collective Assessment of Impairment  restructuring of a loan or advance by the Group on terms that the If the Group determines that no objective evidence of impairment Group would not otherwise consider, /&#T#<==>#==<#% S<&=^%=#`%  indications that a borrower or issuer will enter bankruptcy, and collectively assesses them for impairment.  the disappearance of an active market for a security, or I%<&==TT=<&=  other observable data relating to a group of assets such as adverse assets are grouped on the basis of the Bank’s internal credit grading changes in the payment status of borrowers or issuers in the group system, that considers credit risk characteristics such as asset type, or economic conditions that correlate with defaults in the Group. industry, geographical location, collateral type, past-due status and other relevant factors. ##&T]<><>S prolonged decline in its fair value below its cost is considered as an I<<% ^S<&=%==T=> objective evidence of impairment. evaluated for impairment, are estimated on the basis of historical loss /&^%#`%=% 5.3.10.1 Impairment of Financial Assets Carried at %S<K==/#¡<#%U& Amortised Cost <UTU=# %&&&<# Individual Assessment of Impairment ^%%%%==/U##T% I=##<%<#< &&&#%%=#%#/<=> from banks, loans and advances to customers as well as held to 3&%S&<<% ^ ##==> <>T%}<#T#<==>^%% consistent with changes in related observable data from year-to-year U¡TT#&/&=% such as changes in; #T#<==>S==T=>&=%  Interest rates, #T#<==>S"%#T#<==>#& impairment and for which an impairment loss is, or continues to be,  recognised are not included in a collective assessment of impairment.  Growth in Gross Domestic Product (GDP),

If there is objective evidence that an impairment loss has been  Global GDP growth rates, incurred, the amount of the loss is measured as the difference  Countries’ Sovereign ratings, Ease of Doing Business Indices, between the asset’s carrying amount and the present value of #&<<% ^/=<#S&<</##=  3/%S that have not yet been incurred). The carrying amount of the asset  Political Stability, is reduced through the use of a provision account and the amount &=S#=  Portfolio factors including percentage of restructured continues to be accrued and recorded in ‘Interest Income’ on the performing loans. reduced carrying amount/impaired balance and is accrued using the &<##<%&<<% ^&%< The methodology and assumptions used for estimating provision for of measuring the impairment loss. =<#S<&¡S&<<% ^ reviewed regularly to reduce any differences between loss estimates -%T=<&%#&<<% ^#<# #<==/ %=ŒS=3‚&=%TU= rate, the discount rate for measuring any impairment loss is the Details of impairment losses and provisions (both individual and <3‚&%_`%=##S=# ==T=### advances, the discount rate for measuring any impairment loss is the analysis of the impairment provision on loans and advances by class ^3‚##%=#-%=<=&% are given in Note 17 and Note 32 on pages 308 and 322. T=<&%#&<<% ^&===# = %% ^%><=&&=< Impairment of Rescheduled Loans and Advances less costs for obtaining and selling the collateral, whether or not Where possible, the Bank seeks to reschedule loans and advances foreclosure is probable. %%`&===-%>T=T/#S the payment arrangements and the agreement of new loan conditions. Loans together with the associated impairment provision are written- &#T#<==>S%#<=##&= off when there is no realistic prospect of future recovery and all the terms have been renegotiated, any impairment is measured using collateral has been realised or has been transferred to the Bank. If, %S=3‚=<=#U&%#&# in a subsequent year, the amount of the estimated impairment loss the loan/advance is no longer considered past due. Management Annual Report 2014 Commercial Bank of Ceylon PLC 293 FINANCIAL REPORTS

Notes to the Financial Statements

continually reviews renegotiated loans and advances to ensure that all loss; otherwise, any increase in fair value is recognised through OCI. criteria are met and that future repayments are likely to occur. Any subsequent recovery in the fair value of an available-for-sale equity instrument is always recognised in OCI. Collateral Valuation The Bank seeks to use collateral, where possible, to mitigate its risks The Group writes-off certain Financial Investments – Available-for- =-%===T<&<% Sale, either partially or in full and any related provision for impairment cash, gold, Government securities, letters of credit/guarantees, real losses, when the Group determines that there is no realistic prospect TU=T%Q=## of recovery. enhancements such as netting agreements, etc. The fair value of collateral is generally assessed, at a minimum, at inception and based 5.4 Non-Current Assets Held for Sale and on the Bank’s annual reporting schedule. Disposal Groups The Group intends to recover the value of Non-current Assets and -%/U=%_`<T`#&T=<S #=S<=#%=#&=%‚S# =%=#===H%=^%%# principally through a sale transaction rather than through continuing have readily determinable market values are valued using statistical use. This condition is regarded as met only when the sale is highly #=Q====<%=T=<#U# probable and the asset or disposal group is available for immediate on data obtained from third parties such as professional valuers, sale in its present condition, Management has committed to the sale Audited Financial Statements and other independent sources. #%=/#%TU=#^%>& %#&= Collateral Repossessed The Bank’s policy is to carry collaterals repossessed at fair value As per the Sri Lanka Accounting Standard - SLFRS 5 on ‘Non-current at the repossession date and such assets will be disposed at the Assets held for Sale and Discontinued Operations’, these assets earliest possible opportunity. These assets are recorded under assets are measured at the lower of the carrying amount and fair value, less held for sale as per the Sri Lanka Accounting Standard - SLFRS 5 on costs to sell. Thereafter, the Group assesses at each reporting date ‘Non-Current Assets Held for Sale and Discontinued Operations’. or more frequently if events or changes in circumstances indicate that the investment or a group of investment is impaired. The Group 5.3.10.2. Impairment of Financial Investments – recognises an impairment loss for any initial or subsequent write Available-for-Sale down of the assets to fair value less costs to sell and also recognises IT=U=Q&Q==T%}< a gain for any subsequent increase in fair value less costs to sell of at each reporting date whether there is objective evidence that an =>%/&%<<=T=% investment is impaired. %TUS#T<=>"<==#% }<%#%=# %&#U<=#T=U=Q&Q=% held for sale. Group assesses individually whether there is objective evidence of U#%=# In the Income Statement of the reporting period and of the amortised cost. However, the amount recorded for impairment is the U=#&%T<>#/& cumulative loss measured as the difference between the amortised discontinued operations are reported separately from income and cost and the current fair value, less any impairment loss on that /&<S#^%=T=&& TT<=>S#=I<< /T^%%}<&% income is based on the reduced carrying amount/impaired balance =-%<=S=&/#=> and is accrued using the rate of interest used to discount the Income Statement. %&<<% ^&%<&<S% loss. The interest income on such assets too is recorded within 5.5 Leases ‘Interest income’. The determination of whether an arrangement is a lease or it contains a lease, is based on the substance of the arrangement and %&]<>T=#T=U=&= ]<&^%%%&<==&%S U¡TT#^<=#==<#‹SŒ‹=S#Œ ##%<&#% decline in the fair value of the investment below its cost. In general, arrangement conveys a right to use the asset. %}<##=&?U‹SŒ## &%U‹=S#ŒK^T< 5.5.1 Operating Leases a smaller decline or a shorter period may be appropriate. Where there is evidence of impairment, the cumulative impairment loss on 5.5.1.1 Operating Leases - Group as a Lessee that investment previously recognised in Equity through the OCI is Leases that do not transfer to the Group substantially all the risks and T#&3]<>#%S#= U#=^%&%=#S =HS=>S#/ If, in a subsequent period, the fair value of an impaired available-for- the Income Statement on a straight line basis over the lease term. sale debt instrument increases and the increase can be objectively S=>U=S#/%# related to an event occurring after the impairment loss was in which they are incurred. S#%<%=T#%

Notes to the Financial Statements

5.5.1.2 Operating Leases - Group as a Lessor costs. Purchased software which is integral to the functionality of the Leases where the Group does not transfer substantially all of the risks related equipment is capitalised as part of Computer Equipment. #U&^%&%=#S leases. Initial direct costs incurred in negotiating operating leases When parts of an item of property or equipment have different useful are added to the carrying amount of the leased asset and recognised lives, they are accounted for as separate items (major components) of over the lease term on the same basis as rental income. property and equipment.

Contingent rents are recognised as revenue in the period in which 5.6.2.1 Cost Model they are earned. The Group applies the Cost Model to all Property, Plant & Equipment /&%=#=##&%=##=%=#U<=#S# Details of Operating Leases are given in Note 64 on page 379. #&<%S%^%>#=/ thereon, less accumulated depreciation and any accumulated 5.5.2 Finance Leases impairment losses. 5.5.2.1 Finance Leases - Group as a Lessee 5.6.2.2 Revaluation Model I=%&==%`#U incidental to ownership of the leased item to the Group, are The Group applies the Revaluation Model for the entire class of capitalised at the commencement of the lease at the fair value of the freehold land and freehold and leasehold buildings for measurement leased property or, if lower, at the present value of the minimum lease after initial recognition. Such properties are carried at revalued >>#U^%S amounts, being their fair value at the date of revaluation, less and reduction of the lease liability so as to achieve a constant rate of any subsequent accumulated depreciation on buildings and any interest on the remaining balance of the liability. accumulated impairment losses charged subsequent to the date of valuation. Freehold land and buildings of the Group are revalued by A leased asset is depreciated over the useful life of the asset. independent professional valuers every three years or more frequently However, if there is no reasonable certainty that the Group will obtain if the fair values are substantially different from their carrying amounts ownership by the end of the lease term, the asset is depreciated over to ensure that the carrying amounts do not differ from the fair values the shorter of the estimated useful life of the asset and the lease term. at the Reporting date.

On revaluation of an asset, any increase in the carrying amount is 5.5.2.2 Finance Leases - Group as a Lessor recognised in Revaluation Reserve in Equity through OCI or used to ~%%}<%=<#=%< reverse a previous loss on revaluation of the same asset, which was due under the leases, after deduction of unearned charges, are charged to the Income Statement. In this circumstance, the increase included in ‘loans and advances to banks’ or ‘loans and advances to S#=>%/&%T<^#^ %<Œ-%TU= in value. Any decrease in the carrying amount is recognised as an recognised in ‘interest income’ over the periods of the leases so as to /%$%S#‚T=<‚T give a constant rate of return on the net investment in the leases. ]<>%%/&>#U=/S in the Revaluation Reserve in respect of that asset. Any balance 5.6 Property, Plant & Equipment remaining in the Revaluation Reserve in respect of an asset, is The Group applies the requirements of the Sri Lanka Accounting transferred directly to Retained Earnings on retirement or disposal of Standard - LKAS 16 on ‘Property, Plant & Equipment’ in accounting the asset. for its owned assets (including buildings under operating leases where the Group is the lessor) which are held for and use in the The Group revalued all its freehold land & freehold & leasehold provision of services, for rental to others or for administrative U<=#SDU@%##S <#/#U<#&%> assumptions including unobservable market inputs employed in estimating the fair value together with the sensitivity of same are given 5.6.1 Basis of Recognition in Note 36.5 (b) on page 341. Property, Plant & Equipment are recognised if it is probable that future 5.6.3 Subsequent Cost U#^%%^== ^%}< and cost of the asset can be reliably measured. $^%UU=% %&<<U&%/#<^== ^%}< 5.6.2 Basis of Measurement HSS#/#<# "&'>'=¦3]<%]<=&S 5.6.4 Derecognition ==><#=<#/#< that is directly attributable to the acquisition of the asset and An item of Property, Plant & Equipment is derecognised upon QQ#>TS #=^%&<<U/#& /=#U=^-%&=&Q<# use. Any gain or loss arising on derecognition of the asset (calculated includes the cost of materials and direct labour, any other costs as the difference between the net disposal proceeds and the carrying directly attributable to bringing the asset to a working condition for its <&%S#‹H%Œ intended use and the costs of dismantling and removing the items and loss in the year the asset is derecognised. restoring the site on which they are located and capitalised borrowing Annual Report 2014 Commercial Bank of Ceylon PLC 295 FINANCIAL REPORTS

Notes to the Financial Statements

When replacement costs are recognised in the carrying amount 5.6.7 Change in Depreciation Rate of an item of Property, Plant & Equipment, the remaining carrying Depreciation methods, useful lives and residual values are reassessed amount of the replaced part is derecognised as required by Sri Lanka at each Reporting date and adjusted, if appropriate. As a result, Accounting Standard - LKAS 16 on ‘Property, Plant & Equipment’. %#=U=&H&~`^%S# to 20% per annum from 10% per annum with effect from 5.6.5 Capital Work-in-Progress January 1, 2014. These are considered as changes in accounting -%/&=<#=><#% estimates and hence applied prospectively. construction of buildings, major plant and machinery and system development, awaiting capitalisation. These are stated in the The reason for the said change and the impact is given in Note 19 on Statement of Financial Position at cost less any accumulated page 309. impairment losses. Capital work-in-progress is transferred to the relevant asset when it is in the location and condition necessary for 5.6.8 Borrowing Costs it to be capable of operating in the manner intended by management As per the Sri Lanka Accounting Standard - LKAS 23 on ‘Borrowing (i.e. available for use). costs’, the Group capitalises borrowing costs that are directly attributable to the acquisition, construction or production of a 5.6.6 Depreciation qualifying asset as part of the cost of the asset. A qualifying asset is Depreciation is calculated to write off the cost of items of property, an asset which takes a substantial period of time to get ready for its plant & equipment less their estimated residual values using intended use or sale. Other borrowing costs are recognised in the the straight-line method over their estimated useful lives, and is =%#^%%%>< S#=#<#= depreciated over the shorter of the lease term and their useful lives. 5.7 Intangible Assets Freehold land is not depreciated. The Bank’s intangible assets include the value of acquired goodwill and computer software. The estimated useful lives of the Property, Plant & Equipment of the Bank as at December 31, 2014 are as follows: 5.7.1 Basis of Recognition Class of Asset % Per Annum Period An intangible asset is recognised if it is probable that future economic U#^%%^== ^%>#% Freehold and Leasehold Buildings 2.5 40 years of the asset can be measured reliably in accordance with the Sri Motor Vehicles 20 5 years Lanka Accounting Standard - LKAS 38 on ‘Intangible Assets’. Computer Equipment 20 5 years H&3]< 20 5 years Intangible assets acquired separately are measured on initial recognition at cost. The cost of intangible assets acquired in a H&~` 20 5 years business combination is their fair value as at the date of acquisition. Furniture & Fittings 10 10 years Following initial recognition, these assets are stated in the Statement Machinery & Equipment 10 10 years of Financial Position at cost, less accumulated amortisation and accumulated impairment losses, if any. The above rates are compatible with the rates used by all Group entities. 5.7.2 Subsequent Expenditure The above rates are also comparable with the rates applied in the $ T<>/%&H&~`^%%# ^%%&<<UU##% depreciation at the rate of 10% per annum until December 31, 2013. ^%%="==%/#</# as incurred. -%###=>&%S part of an item of Property, Plant & Equipment and commence to 5.7.3 Useful Economic Lives, Amortisation and Impairment depreciate when it is available for use, i.e., when it is in the location and condition necessary for it to be capable of operating in the The useful economic lives of intangible assets are assessed to be manner intended by the management. Depreciation of an asset %#-%}<#SU= %=&%#%%=#%=# ^%#<&<==T{&<==T for sale or the date that the asset is derecognised. #&##SU= are described below: All classes of Property, Plant & Equipment together with the reconciliation of carrying amounts and accumulated depreciation 5.7.3.1 Intangible Assets with Finite Lives and Amortisation at the beginning and at the end of the year are given in Note 36 SU=^%=T#T%<&<= on page 336. economic lives. The amortisation period and the amortisation method &SU=^%<&<==&T^#= FINANCIAL REPORTS 296 Commercial Bank of Ceylon PLC Annual Report 2014

Notes to the Financial Statements

%‚S#%S%/#<&<==& I==^S=S&%#T=/#< %/#&<&&<<U asset, the asset is carried at cost less any accumulated amortisation embodied in the asset are accounted for by changing the amortisation and accumulated impairment losses. period or method, as appropriate, and are treated as changes in accounting estimates, which require prospective application. Amortisation of the asset begins when development is complete and -%/SU=^%=T the asset is available for use. The cost of the asset is amortised over /#<# %#&/#&<<U

5.7.3.1.1 Goodwill As at the Reporting date, the Group does not have development Goodwill that arises on the acquisition of Subsidiaries is presented costs capitalised as an internally-generated intangible asset. with intangible assets (Refer Note 5.1.1 on page 285). Goodwill ==><#US%/&%SSS& 5.7.3.1.4 Amortisation of Intangible Assets the consideration transferred and the amount recognised for non- Intangible assets are amortised using the straight line method to write controlling interests, and any previous interest held, over the net down the cost over its estimated useful economic lives at the rates #U=]<##=U=<# #U=^

Subsequent to initial recognition, goodwill is measured at cost less Class of Asset % Per Annum Period accumulated impairment losses. For the purpose of impairment Computer Software 20 5 years testing, goodwill acquired in a business combination is, from the acquisition date, allocated to each of the Group’s cash-generating Above rate is in consistent with the rates used in the comparative years. <%/#U&%UT of whether other assets or liabilities of the acquiree are assigned to -%<#U=&SU=^%=T those units. are reviewed for impairment whenever there is an indication for #S#=%/% 5.7.3.1.2 Computer Software they are no longer probable of being recovered from the Software acquired by the Group is measured at cost less /#&<<U accumulated amortisation and any accumulated impairment losses. Amortisation recognised during the year in respect of intangible 3/#<==>#T=#&^S# assets is included under the item of ‘Amortisation of Intangible asset when the Group is able to demonstrate its intention and ability "Œ<#‹D#"Œ= to complete the development and use the software in a manner that ^==S&<<U#=U=>< 5.7.3.2 Intangible Assets with Indefinite Useful Lives the costs to complete the development. The capitalised costs of SU=^%#<&<==T#U< internally developed software include all costs directly attributable tested for impairment annually either individually or at the CGU level to developing the software and capitalised borrowing costs, and are as appropriate, when circumstances indicate that the carrying value amortised over its useful life. Internally developed software is stated at #-%<&<==&&SU=^%#=& capitalised cost less accumulated amortisation and any accumulated T^#<==>#^%%#=& impairment losses. continues to be supportable. If not, the change in the useful life &##TU $^% %&<<UU##% -%}<#%TSU=^%#<&<==T ^%%="==%/#</#<#

5.7.4 Derecognition of Intangible Assets 5.7.3.1.3 Research and Development Costs ‚%/#<#DT=/#< Intangible assets are derecognised on disposal or when no future on an individual project are recognised as an intangible asset when U/#&%<}= the Group can demonstrate: arising from derecognition of an intangible asset are measured as the difference between the net disposal proceed and the carrying amount  The technical feasibility of completing the intangible asset so that &%#S#= the asset will be available for use or sale The Group has only acquired intangible assets, a list of which with  Its intention to complete and its ability to use or sell the asset the reconciliation of carrying amounts, accumulated amortisation at  -%^==S&<<U the beginning and at the end of the periods is given in Note 37 on page 347.  The availability of resources to complete the asset

 -%U=><=U=>%/#<#<S#T=

 The ability to use the intangible asset generated Annual Report 2014 Commercial Bank of Ceylon PLC 297 FINANCIAL REPORTS

Notes to the Financial Statements

A summary of Accounting Policies applied for the Group’s Intangible Assets is as follows:

Intangible Assets Useful Life Amortisation Method Used Internally Generated/Acquired Impairment Testing

Computer Software 5 years Amortised on a straight Acquired When indicators of impairment arise. The line basis over the amortisation method is reviewed at each useful life Reporting date

Goodwill N/A N/A Acquired in a Business Annually or more frequently if events or changes in Combination circumstances indicate that the carrying value may have been impaired.

5.8 Impairment of Non-Financial Assets At each Reporting date, the Group reviews the carrying amounts of Dividends for the year that are approved after the Reporting Date are Q=%%T##&# not provided for and are disclosed as an event after the Reporting /#^%%%>#& Period in accordance with the Sri Lanka Accounting Standard - LKAS &><%#/%%ŒTU=< 10 on ‘Events after the Reporting Period’ in Note 66.3 on page 405. estimated. Goodwill is tested annually for impairment. 5.10 Employee Benefits For impairment testing, assets are grouped together into the smallest S<&%S% ^&<S<% 5.10.1 Defined Benefit Plans (DBPs) =S=>##&%% ^&%}{ "D#_'=Q=>U=%% Goodwill arising from a business combination is allocated to CGUs D#U<'=##%$`"<S S<&}{%/#U&%>S& $##QŠ"$‹3=>_Œ the combination. 5.10.1.1 Defined Benefit Pension Plans The ‘recoverable amount’ of an asset or CGU is the greater of its 5.10.1.1.1 Description of the Plans and Employee Groups Covered value in use and its fair value less costs to sell. ‘Value in use’ is based -%_`%>&D#_''=& %#&<<% ^#<#%T=< its employees as described below: <SQ/#<% <` &%T=<&>#%`%}{ (a) The Bank has an approved Pension Fund, which was established in 1992. As per the Deed of Trust, only those employees who were An impairment loss is recognised if the carrying amount of an asset or less than 45 years of age as at January 1, 1992 were covered }{/#TU=< by the Pension Fund in order to leave a minimum contribution for a period of 10 years before they are eligible to draw pension -%}<Œ#S% ^ from the Pension Fund. Further, only the employees who joined and are used by more than one CGU. Corporate assets are allocated the Bank on or before December 31, 2001, were in pensionable to CGUs on a reasonable and consistent basis and tested for service of the Bank. impairment as part of the testing of the CGUs to which the corporate During 2006, the Bank offered a restructured pension scheme to assets are allocated. T%D#_'=D_'D#U< Plan (DCP) for the pensionable employees of the Bank and over =S#=-%>==# 99% of them accepted it. As a result, the above Pension Fund now #<%>S<&>S#^====#% covers only those employees who did not opt for the restructured CGU, and then to reduce the carrying amounts of the other assets in pension scheme and those employees who were covered by the CGU on a pro-rata basis. the Pension Fund previously but retired before the restructured pension scheme came into effect. An impairment loss in respect of goodwill is not reversed. For other =T#=>%/%% (b) Provision for pensions has been made for those employees who Œ>S<#/#%>S<% retired on or before December 31, 2001, and on whose behalf would have been determined, net of depreciation or amortisation, the Bank could not make contributions to the Retirement Pension if no impairment loss had been recognised. Fund for more than 10 years. This liability although not funded has been provided for in full in the Financial Statements. 5.9 Dividends Payable (c) Provision has been made in the Financial Statements for ‚}<>&%>&T&===> Dividends on ordinary shares are recognised as a liability and who joined the Bank on or after January 1, 2002, as they are not deducted from equity when they are recommended and declared by in pensionable service of the Bank under either the DBP or the Board of Directors and approved by the shareholders. Interim DCP. However, if any of these employees resigns before dividends are deducted from Equity when they are declared and no retirement, the Bank is liable to pay gratuity to such employees. longer at the discretion of the Bank. This liability although not funded has been provided for in full in the Financial Statements. FINANCIAL REPORTS 298 Commercial Bank of Ceylon PLC Annual Report 2014

Notes to the Financial Statements

The Subsidiaries of the Bank do not operate Pension Funds. The future service package includes monthly contributions to be made by the Bank for the employees who accepted the offer, to be made -%_`ŒU=S&D#_''= during their remaining period of service, at predetermined contribution is calculated separately for each plan by using the Projected Unit rates to be applied on their salaries, which are estimated to increase Credit Actuarial Valuation Method, as per the Sri Lanka Accounting for this purpose at 10% p.a. based on the salary levels that prevailed $##QŠ"$‹3=>_Œ-%%#T=T as at the date of implementation of this scheme. In addition, interest S%<&&<<U%=>%T# to be earned on the assets of the DCP is also allocated to the <&%T%<##-%U employees who opted for the restructured scheme. discounted to determine its present value as detailed in Note 47 on page 354. The assets of this Fund are held separately from those of the Bank and are independently administered by the Trustees as per the -%TS#/S%Q= provisions of the Trust Deed. UT%#<=%UUT#&%U are already vested following the introduction of, or changes to, a 5.10.2.2 Employees’ Provident Fund pension plan, past service cost is recognised immediately. The Bank and employees contribute to the approved Private Provident Fund at 12% and 8% respectively, on the salaries of each employee. 5.10.1.1.2 Recognition of Actuarial Gains or Losses Other entities of the Group and their employees contribute at the Actuarial gains or losses are recognised in the OCI in the period in same percentages as above to the Employees’ Provident Fund which they arise. managed by the Central Bank of Sri Lanka.

5.10.1.1.3 Recognition of Retirement Benefit Obligation 5.10.2.3 Employees’ Trust Fund -%##U=U=>%T=< The Bank and other entities of the Group contribute at the rate of &%##UU=S=T> 3% of the salaries of each employee to the Employees’ Trust Fund recognised and less the fair value of plan assets out of which the managed by the Central Bank of Sri Lanka. obligations are to be settled directly. The value of any asset is restricted to the sum of any past service cost not yet recognised and 5.10.3 Other Long-Term Employee Benefits %T=<&>UT=U=%&& -%}<ŒU=S&=S=>U refunds from the plan or reductions in the future contributions to %%=%<&&<<U% the plan. employees have earned in return for their service in the current and #-%U#<## "<S#=/D_'# value, and the fair value of any related assets is deducted. The provisions made on DBPs together with valuation methods are given discount rate used as the yield at the Reporting date was the current in Notes 18 and 47 on pages 308 and 354 respectively. `%%U/=# =SQ& discount based on market rates of interest on short term corporate/ 5.10.2 Defined Contribution Plans (DCPs) STU###=S& -% "D#U<'=Q=>=<#^%% calculation is performed using the Projected Unit Credit Method. >>/#U<>#^== "><=S#=S#=% have no legal or constructive obligations to pay a further amount. period in which they arise. HU=SD'S#%=<# -%}<%%<%=/=# -%}<#%T>%=S=>U= 5.10.2.2 and 5.10.2.3. 5.10.4 Terminal Benefits "<S#=/D'ST -U/#%=&^%%}< in Note 18 on page 308. =S^%#^%&&&%U#^%% }<S&<<S&U 5.10.2.1 Defined Contribution Pension Plan /#U^%==>=#^%%&%‚S# "/=##<S%_` then they are discounted. restructured its pension scheme which was a DBP to a DCP. This restructured plan was offered on a voluntary basis to the eligible 5.10.5 Short Term Employee Benefits employees of the Bank. The scheme provides for lump sum payments $%=>U/#%=#T instead of commuted/monthly pensions to the eligible employees at T##"=U=>S#&%</#U# the point of their separation, in return for surrendering their pension if the Group has a present legal or constructive obligation to pay this rights. The lump sum offered consisted of a past service package and amount as a result of past service provided by the employee and the a future service package. The shortfall on account of the past service obligation can be estimated reliably. `S/&%&<#T=U=%'I<#^ borne by the Bank in 2006. Annual Report 2014 Commercial Bank of Ceylon PLC 299 FINANCIAL REPORTS

Notes to the Financial Statements

5.10.6 Equity Compensation Benefits Share-based payment arrangements in which the Group receives <`&%T=<&># services as consideration for its own equity instruments are %`%=U=>-%<^#S&%#< accounted for as equity-settled share-based payment transactions, S#‹3/Œ= regardless of how the equity instruments are obtained by the Group. $3/<T3=>&%}<T< 5.13 Restructuring the form of share-based payment transactions, whereby employees Provision for restructuring is recognised when the Group has render services as consideration for equity instruments (equity-settled approved a detailed and formal restructuring plan, and the transactions). The Group does not operate any cash-settled share- restructuring either has commenced or has been announced publicly. based payment transactions. Future operating losses are not provided for. The Group applies the requirements of the Sri Lanka Accounting The Group does not have any provision for restructuring as at the Standard - SLFRS 2 on ‘Share-Based Payment’ in accounting for Reporting date. equity settled share-based payment transactions, if any, that were granted after January 1, 2012 and had not vested at the same date. As per the Sri Lanka Accounting Standard - SLFRS 2 on ‘Share- 5.14 Onerous Contracts based Payment’, on the grant date fair value of equity-settled share- "T&<S#^%%/# based payment awards (i.e., share options) granted to employees UU#T#U>%}<&=^% S#=/^%#S the unavoidable cost of meeting its obligations under the contract. in equity, over the period in which the employees unconditionally The provision is measured at the present value of the lower of the become entitled to the awards. The amount recognised as an /#&S%#%/# /#¡<# %<U&%^#&^%% of continuing with the contract. the related service and non-market performance vesting conditions /#U<%%%<<==>S# The Group does not have any onerous contracts as at the /U#%<U&%^#%#% Reporting date. related service and non-market performance conditions at the vesting date. For share-based payment awards with non-vesting conditions, 5.15 Financial Guarantees and Loan Commitments the grant date fair value of the share-based payment is measured ‘Financial guarantees’ are contracts that require the Group to make <%##%<Q<&#&& #>U<%%=#&=%< U^/##<=< U<##U&=`>^%#< accordance with the terms of a debt instrument. ‘Loan commitments’ As the Group did not grant any share-based payment transaction T##<#Q## after January 01, 2012, it did not apply the above accounting conditions. treatment during the year and the proceeds received by the Group in consideration for the shares issued (in connection with the Employee U=S&=S< Share Option Schemes granted prior to January 01, 2012) were provide a loan at a below-market interest rate are initially measured accounted for as Stated Capital within equity. at fair value and the initial fair value is amortised over the life of the guarantee or the commitment. The liability is subsequently carried The details of Employee Share Option Plans are given in Note 50.2 at the higher of this amortised amount and the present value of on page 362. >/#>=%=U=>^%><# the contract has become probable. Financial guarantees and -%#=<T&&&<#S ###= commitments to provide a loan at a below-market interest rate are share dilution in the computation of diluted earnings per share as included within other liabilities. disclosed in Note 22.2 on page 311. 5.16 Commitments 5.11 Other Liabilities All discernible risks are accounted for in determining the amount of Other liabilities include provisions made on account of interest, `^=U=/=#UT &#/S<>)=T%#% T-%=U=##</#U Details of the commitments are given in Notes 55.2 and 55.3 to the payable at the Reporting date. Financial Statements on pages 367 and 368. Details of ‘Other Liabilities’ are given in Note 47 on page 354. 5.17 Contingent Liabilities and Commitments 5.12 Provisions S=U=U=U=S^%/ ^==U#=>U><&<<T A provision is recognised if, as a result of a past event, the Group U=S^%%&&UUU= has a present legal or constructive obligation that can be estimated U#=><###%$`"<S =U=>#UU=%< ^&U^== Standard - LKAS 37 on ‘Provisions, Contingent Liabilities and be required to settle the obligation. Provisions are determined by Contingent Assets’. #<S%/#&<<% ^Q/% FINANCIAL REPORTS 300 Commercial Bank of Ceylon PLC Annual Report 2014

Notes to the Financial Statements

-%=#&<%_` 5.18.3 Reserves various irrevocable commitments and contingent liabilities. These Several statutory and voluntary reserves are maintained by the &=S<=&##%<#^ Group in order to meet various legal and operational requirements. commitments to lend. Letters of credit and guarantees commit the The details of these reserves including the nature and purpose of Bank to make payments on behalf of customers in the event of maintaining them are given in Notes 51, 52 and 53 on pages 363 S==>=#%/&S# to 364. Guarantees and standby letters of credit carry a similar credit risk to loans. 5.19 Earnings Per Share (EPS) Contingent liabilities are not recognised in the Statement of Financial The Group computes basic and diluted EPS data for its ordinary Position but are disclosed unless its occurrence is remote. %_3'$=<=#U>#T#S%=% is attributable to ordinary shareholders of the Group/Bank by the Operating lease commitments of the Group (as a lessor and as a weighted-average number of ordinary shares outstanding during lessee) form part of commitments and pending legal claims against %#D=<#3'$##U>#¡<S%= the Group form part of contingencies. that is attributable to ordinary shareholders of the Group/Bank and the weighted-average number of ordinary shares outstanding for the Even though these obligations may not be recognised on the effects of all dilutive potential ordinary shares, which comprise share Statement of Financial Position, they do contain credit risk and options granted to employees. are therefore part of the overall risk of the Bank as disclosed in Note 55.1 on page 367. Details of Basic and Diluted EPS are given in Note 22 on page 311.

5.17.1 Legal Claims 5.20 Operating Segments Litigation is a common occurrence in the banking industry due to An operating segment is a component of the Group that engages the nature of the business undertaken. The Bank has formal controls in business activities from which it may earn revenues and incur and policies for managing legal claims. Once professional advice /=<#ST<#/%= has been obtained and the amount of loss reasonably estimated, the with any of the Group’s other components, whose operating results Bank makes adjustments to account for any adverse effects which the are reviewed regularly by the Corporate Management Team headed =>%T=#S"%‚S#% U>%@SSD)%&3/<TH&US%%& }<%#T=<=T#=S==-%S<=T# operating decision-maker) to make decisions about resources legal claims against the Bank for which legal advisor of the Bank allocated to each segment and assess its performance, and for which advised as the loss is possible, but not probable, that the action will #=&T=U= succeed. Accordingly, no provision for any claims has been made in these Financial Statements. -%}<%TS#T^%%U= segments, namely: "#=#=&S#S=SS%}< given in Note 57 on page 368. Operating Segment Types of Products and Services Offered Personal Banking 5.17.2 Contingent Liabilities, Commitments of Other Corporate Banking Group Entities Refer page 27 for details on ‘Product International Operations The Bank’s share of any contingencies and capital commitments of a Portfolio by Business Lines’ Investment Banking Subsidiary or an Associate for which the Bank is also liable severally or otherwise is included with appropriate disclosures. Dealing and Treasury

Details of the Commitments and contingencies of other Group entities $S&T=<#U#S are given in Note 55.4 on page 368. losses which, in certain respects, are measured differently from S=%=##I=$ 5.18 Stated Capital and Reserves /S#S<U#==# operating segments. 5.18.1 Debt Vs Equity -%}<==<==U= $S<=%#%%&3/<TH& or equity instruments in accordance with the substance of the (being the chief operating decision-maker) include items that are contractual terms of the instruments. Distributions thereon are directly attributable to a segment as well as those that can be recognised as interest or dividend depending on the debt or allocated on a reasonable basis. Unallocated items comprise mainly ]<>= =>%_`Œ%#&%#& /#/#=U= 5.18.2 Share Issue Costs Interest income is reported on a net basis as management primarily Incremental costs that are directly attributable to the issue of an relies on net interest income as a performance measure and not the equity instrument are deducted from the initial measurement of the S#/ equity instruments. Annual Report 2014 Commercial Bank of Ceylon PLC 301 FINANCIAL REPORTS

Notes to the Financial Statements

Inter-segment transactions are accounted for at fair market prices 6.2 Fees and Commission Income and Expense charged to inter-bank counterparts for similar services on an arm’s I##/%S=% length basis. Such transfers are eliminated on consolidation. 3‚==U=>=<##%< of the EIR. T<&^%S=/=< counterparty amounted to 10% or more of the Bank’s total revenue in Other fees and commission income, including account servicing 2014 or 2013. fees, investment management fees, sales commission, placement fees and syndication fees, are recognised as the related services Detailed information on the results of each reportable segment &#&=/#<= as required by the Sri Lanka Accounting Standard - SLFRS 8 on the drawdown of a loan, then the related loan commitment fees are ‘Operating Segments’ is provided in Note 59 on page 372. recognised on a straight-line basis over the commitment period.

5.21 Fiduciary Assets H%&#/==># -%_`T#<#%#<>T%<=% T&^%%/#%TT# holding or investing of assets on behalf of its clients. Assets held in a #<>>#%I=$ 6.3 Net Gains/(Losses) from Trading they do not belong to the Bank. ‘Net gains/(losses) from trading’ comprise gains less losses related to trading assets and liabilities, and include all realised and unrealised 6. Significant Accounting Policies - Recognition of &T=<%S#T###&S/%S#&& Income and Expenses ‚T<S#%/%UU=%% 6.4 Dividend Income U^== ^%}<#%T<U Dividend income is recognised when the right to receive income is =U=><#-%&==^SS<= U=%#{<==>%%/Q#T###&]<#]<> be met before revenue is recognised: securities. Dividends are presented in Net gains/(losses) from trading, S)=&%=TU#% 6.1 Interest Income and Expense <#=>S=&%]<>T #/S#=<S %3‚%#-%‹&&TŒ%%/=> 6.5 Lease Income discounts the estimated future cash payments and receipts through In terms of the provisions of the Sri Lanka Accounting Standard - %/#=&&%===U=>^% Š"$‹Œ%S&= %#%>S<&%= <#&U# S# ==U=>~%=<=S%&&T of return on capital outstanding. %}<&<<% ^#S==<= &%=<U<&<<#= -%/&SSS==TU=T%& the leased assets constitutes the total unearned lease income at the The calculation of the EIR includes transaction costs and fees and commencement of a lease. The unearned lease income included in points paid or received that are an integral part of the EIR. Transaction %==TU=S#=T% costs include incremental costs that are directly attributable to the term of the lease commencing from the month in which the lease is ]<<&===U=> /<#<S3‚

#/#%$ 6.6 Lease Payments include: '>#<#S=S#  =#==U=<# or loss on a straight-line basis over the term of the lease. Lease amortised cost calculated on an EIR method; incentives received are recognised as an integral part of the total  #/=#=U= =/T%&%= held-for-trading calculated on an EIR method; @<=>#<#=#  interest on available-for-sale investment securities calculated on an U^%/#%#<&%<#S EIR method; =U=>-%/==#%##<S%  the effective portion of fair value changes in qualifying hedging lease term so as to produce a constant periodic rate of interest #TT#S#% ^%#S&TU=> /%SU=&%=U=> % ^%#%%#S#% ^&& )/&>£# Contingent lease payments are accounted for by revising the minimum lease payments over the remaining term of the lease when  the effective portion of fair value changes in qualifying %=#¡<# hedging derivatives designated in fair value hedges of interest rate risk, if any. FINANCIAL REPORTS 302 Commercial Bank of Ceylon PLC Annual Report 2014

Notes to the Financial Statements

6.7 Rental Income and Expenses ‚=#/S#%= D&#/<#%/%/#U accrual basis. =#>#&&^%%>T<S/ enacted or substantively enacted at the Reporting date. 7. Significant Accounting Policies - Income Tax Expense -%<&#&#/ %/]< %^<=#&==^%^%%%}</% //<##&#// Reporting date, to recover or settle the carrying amount of its /S#%$/%/ assets and liabilities. relates to items recognised directly in Equity or in OCI, in which case it is recognised in equity or in OCI. "##=/%&%#U<&#T##U> the Group are recognised at the same time as the liability to pay 7.1 Current Taxation the related dividend is recognised. These amounts are generally </Œ%/#/>U=TU= S#=U<%>S==>= %/U==&%>#>#¡< income arising from transactions that were originally recognised in %/>U=TU=&T<> = <#<S/## at the Reporting date. D=&D&#-/"#U=ST on page 352. "#S=>T&/#%U&% <S&%>#¡<#&/< 7.3 Tax Exposures accordance with the provisions of the Inland Revenue Act No. 10 #S%<&<##&#/%}< &##%%# #%&//<=<#S^%%##= Note 21.1 on page 310. This Note also includes the major /#>U#<-%= &//%&&T/#= and assumptions and may involve a series of judgments about future U^%U&/#//]<#U>%$ events. New information may become available that causes the `"<S$##QŠ"$‹-/Œ }<%S¡<#SS#S%#]<>&/S/ =U=$<%%S/=U=^<=#// 'T&/%T#%U the period in which such a determination is made. &%<S&%>#¡<#&/< in accordance with the provisions of the relevant statutes in those 7.4 Crop Insurance Levy (CIL) <<S%/##% Reporting date. As per the provisions of the Section 14 of the Finance Act No. 12 of 2013, the CIL was introduced with effect from April 01, 2013 and is 7.2 Deferred Taxation payable to the National Insurance Trust Fund. Currently, the CIL is >U=?&%&/ D&#/S#&>#&& U^%>S<&#=U=&= 7.5 Withholding Tax on Dividends Distributed by the S<#%<<#&/< D&#/S#& Bank, Subsidiaries and Associates 7.5.1 Withholding Tax on Dividends Distributed by the Bank  temporary differences on the initial recognition of assets or liabilities in a transaction that is not a business combination and ~%%=#S/%&%#U<&#T##U>% %&&%<S/U==£ Bank is recognised at the time the liability to pay the related dividend is recognised.  temporary differences related to investments in subsidiaries to the /%UU=%%>^==T%&U= 7.5.2 Withholding Tax on Dividends Distributed by the future; and Subsidiaries and Associates  /U=>#&&S%=S& Dividends received by the Bank from its Subsidiaries and Associates, goodwill. have attracted a 10% deduction at source.

D&#/S#&<<#/=<<#/ 7.6 Economic Service Charge (ESC) ####<U=>#&&%/% UU=%&<</U=^==UT=U=S^%%%> As per the provisions of the Finance Act No. 11 of 2004, and U<#D&#/T^#%‚S# amendments thereto, the ESC was introduced with effect from ##<#%/%=SUU=%% "=<=>%3$>U=?‹3/ =#/U^==U=# -<TŒ###<U=&%/>{=# 3$&>U#&^##Q&&S%/ {S##&#/#%‚S >U=%T ##S#%/%%UUU=% &<</U=^==UT=U=S^%%%>U<# Annual Report 2014 Commercial Bank of Ceylon PLC 303 FINANCIAL REPORTS

Notes to the Financial Statements

7.7 Value Added Tax on Financial Services 9. New Accounting Standards Applied Effective from -%T=<U&%<&T=<###/= January 01, 2014 services is calculated by adjusting the depreciation computed New Accounting Standard Objective of the Accounting Standard on rates prescribed by the Department of Inland Revenue to the <SU&-/#=<>U= SLFRS 10 - ‘Consolidated Establishing principles for the 3=<>U==<#U>#> Financial Statements’ preparation and presentation of =<#SU<T=S=U Consolidated Financial Statements when an entity controls one or more 7.8 Nation Building Tax on Financial Services (NBT) other entities. With effect from January 01, 2014, NBT of 2% was introduced on SLFRS 12 - ‘Disclosure of Requiring the entity to disclose <=>&=TT#%_-" Interests in Other Entities’ information that enables users of its of 2009. NBT is chargeable on the same base used for calculation of Financial Statements to evaluate the "-=T/=#UT nature and risks associated with its interests in other entities; and the -%<&=<"###-/#_-%S##S &&&%= %=&%#ST%$ &=# page 269. % ^ SLFRS 13 - ‘Fair Value DS&T=<S=$I‚$ 8. Statement of Cash Flows Measurement’ a framework for measuring fair value and disclosures about fair value The Statement of Cash Flows has been prepared by using the measurements. ‹#@%#Œ&S% ^#^%% Sri Lanka Accounting Standard - LKAS 7 on ‘Statement of Cash 10. New Accounting Standards Issued But Not Yet Flows’. Cash and cash equivalents comprise of short term, highly liquid investments that are readily convertible to known amounts of Effective %#

Accounting Standard Summary of the Requirements Possible Impact on Consolidated Financial Statements

SLFRS 9 - ‘Financial $I‚$<#=%/SS<# The Group/Bank is assessing the potential impact Instruments’ in LKAS 39 - Financial Instruments: Recognition and on its Consolidated Financial Statements resulting Measurement. SLFRS 9 includes revised guidance on the from the application of SLFRS 9. =#<&=< Given the nature of the Group/Bank’s operations, =<#S^/##=#=&=<=S %##/#%TTT =#%^S= impact on the Group’s Financial Statements. In hedge accounting requirements. It also carries forward <==<=&&= %S<#S##S&= </##=#= instruments from LKAS 39. /#<=%T== Effective date of SLFRS 9 has been deferred till level of impairment allowances. January 01, 2018. SLFRS 15 - ‘Revenue SLFRS 15 establishes a comprehensive framework for The Group/Bank is assessing the potential impact from Contracts with determining whether, how much and when revenue is on its Consolidated Financial Statements resulting Customers’ S#=/ST<S from the application of SLFRS 15. guidance, including LKAS 18 on ‘Revenue’, and LKAS 11 on ‘Construction Contracts’. SLFRS 15 is effective for annual reporting periods beginning on or after January 01, 2017.

-%&==^S^"<S$##/#%T%I=$&%}<

 Agriculture: Bearer Plants (Amendments to LKAS 16 on ‘Property,  Regulatory Deferral Assets (SLFRS 14) - Effective date Plant & Equipment’ and LKAS 41 on ‘Agriculture’). Effective date January 01, 2016 January 01, 2016 FINANCIAL REPORTS 304 Commercial Bank of Ceylon PLC Annual Report 2014

Notes to the Financial Statements

11. Gross Income

GROUP BANK For the year ended December 31, 2014 2013 2014 2013 Rs. ’000 Rs. ’000 Rs. ’000 Rs. ’000

Interest income [Refer Note 12.1] 61,932,876 62,754,147 61,832,018 62,763,644 Fees and commission income [Refer Note 13.1] 5,613,684 4,880,093 5,592,744 4,876,517 Net gains/(losses) from trading [Refer Note 14] (305,492) (1,625,926) (305,492) (1,625,926) S)=&=T‚&‘ 2,272,575 1,349,517 2,272,575 1,349,517 Other income (net) [Refer Note 16] 5,024,171 6,346,685 5,049,995 6,372,515 Total 74,537,814 73,704,516 74,441,840 73,736,267

12. Net Interest Income

GROUP BANK For the year ended December 31, 2014 2013 2014 2013 Rs. ’000 Rs. ’000 Rs. ’000 Rs. ’000

12.1 Interest Income Cash and cash equivalents 79,956 290,537 79,857 290,537 Placements with banks 136,051 65,013 136,051 65,013 Financial instruments – Held-for-trading 349,330 447,257 349,330 447,257 DTT=< – – – – H%=< 349,330 447,257 349,330 447,257 Loans and receivables to banks – 6,412 – 6,412 Loans and receivables to other customers(*) 43,590,891 48,662,980 43,487,699 48,669,919 Securities purchased under resale agreements 2,046,020 473,563 2,046,020 473,563 Financial investments – Available-for-sale 15,449,780 12,501,861 15,449,334 12,501,861 Interest income from impaired loans and receivables to other customers 278,878 304,712 278,878 304,712 Other interest income 1,970 1,812 4,849 4,370 Total interest income 61,932,876 62,754,147 61,832,018 62,763,644

jIU#UU=^%%<>Œ=%}<%=#S#<<# ‘Impairment charges for loans and other losses’. Until December 31, 2013, this amount had been netted off against ‘Interest income on loans and receivables to other customers’. Annual Report 2014 Commercial Bank of Ceylon PLC 305 FINANCIAL REPORTS

Notes to the Financial Statements

GROUP BANK For the year ended December 31, 2014 2013 2014 2013 Rs. ’000 Rs. ’000 Rs. ’000 Rs. ’000

12.2 Interest Expenses Due to banks 648,876 439,102 640,487 439,102 Securities sold under repurchase agreements 4,927,205 2,906,063 4,940,789 2,923,685 Due to other customers 27,652,070 32,097,921 27,657,322 32,103,850 ‚U^S 393,787 556,027 393,787 556,027 Foreign currency borrowings 225,013 236,965 225,013 236,965 Subordinated liabilities 766,101 619,126 752,781 619,126 =$ 34,613,052 36,855,204 34,610,179 36,878,755 Net interest income [Total of Note 12.1 less total of Note 12.2] 27,319,824 25,898,943 27,221,839 25,884,889

12.3 Net Interest Income from Government Securities #3/}T$<ST%#UU=^%TU/#& #3/ST#T=>##=#=>]<#U>%}<#= issued by the Central Bank of Sri Lanka.

GROUP BANK For the year ended December 31, 2014 2013 2014 2013 Rs. ’000 Rs. ’000 Rs. ’000 Rs. ’000

12.3 (a) Net Interest Income from Sri Lanka Government Securities Interest income 18,119,028 14,159,223 18,118,582 14,159,223 / 5,204,286 3,187,878 5,217,870 3,205,500 Sub total 12,914,742 10,971,345 12,900,712 10,953,723

/", As per the Section 137 of the Inland Revenue Act No. 10 of 2006 and amendments thereto, Net Interest Income of the Group/Bank derived from secondary market transactions in Government securities, Treasury Bills or Treasury Bonds (Interest income accrued or received <S%T<%}T$<-<>_==_#=/<% transactions with such Government Securities, Treasury Bills or Bonds from which such interest income was earned) for the period January 1, 2014 to December 31, 2014 has been grossed up by Rs. 1,080.686 Mn. (2013 - Rs. 905.407 Mn.) and Rs. 1,079.038 Mn. Q‚@U>%}<#%_`T=>%=/#]<%UT <US

GROUP BANK For the year ended December 31, 2014 2013 2014 2013 Rs. ’000 Rs. ’000 Rs. ’000 Rs. ’000

12.3. (b) Net Interest Income from Bangladesh Government Securities Interest income 1,545,740 1,121,953 1,545,740 1,121,953 / 12,694 7,875 12,694 7,875 Sub total 1,533,046 1,114,078 1,533,046 1,114,078 FINANCIAL REPORTS 306 Commercial Bank of Ceylon PLC Annual Report 2014

Notes to the Financial Statements

13. Net Fees and Commission Income

GROUP BANK For the year ended December 31, 2014 2013 2014 2013 Rs. ’000 Rs. ’000 Rs. ’000 Rs. ’000

Fees and commission income [Refer Note 13.1] 5,613,684 4,880,093 5,592,744 4,876,517 I#/‚&‘ 764,322 627,235 761,527 627,235 Net fees and commission income 4,849,362 4,252,858 4,831,217 4,249,282

GROUP BANK For the year ended December 31, 2014 2013 2014 2013 Rs. ’000 Rs. ’000 Rs. ’000 Rs. ’000

13.1 Fees and Commission Income Loans and advances related services 635,759 346,034 618,926 346,034 Credit and debit cards related services 1,603,161 1,455,167 1,603,161 1,455,167 Trade and remittances related services 1,948,321 1,794,432 1,948,321 1,794,432 Deposits related services 543,191 579,589 543,228 579,640 Guarantees related services 583,899 481,550 583,899 481,550 H%=T 299,353 223,321 295,209 219,694 Sub total 5,613,684 4,880,093 5,592,744 4,876,517

GROUP BANK For the year ended December 31, 2014 2013 2014 2013 Rs. ’000 Rs. ’000 Rs. ’000 Rs. ’000

13.2 Fees and Commission Expenses Loans and advances related services 45,097 35,066 42,302 35,066 Credit and debit cards related services 622,140 491,364 622,140 491,364 Trade and remittances related services 34,332 38,287 34,332 38,287 H%=T 62,753 62,518 62,753 62,518 Sub total 764,322 627,235 761,527 627,235 Annual Report 2014 Commercial Bank of Ceylon PLC 307 FINANCIAL REPORTS

Notes to the Financial Statements

14. Net Gains/(Losses) from Trading GROUP BANK For the year ended December 31, 2014 2013 2014 2013 Rs. ’000 Rs. ’000 Rs. ’000 Rs. ’000

$ From banks – – – – From other customers (709,249) (1,866,386) (709,249) (1,866,386)

' Net mark-to-market gains/(losses) 28,374 83,268 28,374 83,268 Net capital gains/(losses) 256,611 131,488 256,611 131,488

! Net mark-to-market gains/(losses) 79,190 2,225 79,190 2,225 Net capital gains/(losses) 30,705 13,644 30,705 13,644 Dividend income from shares in the trading portfolio 8,877 9,835 8,877 9,835 Total (305,492) (1,625,926) (305,492) (1,625,926)

15. Net Gains/(Losses) from Financial Investments

GROUP BANK For the year ended December 31, 2014 2013 2014 2013 Rs. ’000 Rs. ’000 Rs. ’000 Rs. ’000

$ ;; Government securities 2,197,337 544,903 2,197,337 544,903 Equities 31,782 804,614 31,782 804,614 Net capital gains/(losses) – 787,362 – 787,362 Dividend income 31,782 17,252 31,782 17,252

Government securities 41,523 – 41,523 – Other securities 1,933 – 1,933 – Total 2,272,575 1,349,517 2,272,575 1,349,517 FINANCIAL REPORTS 308 Commercial Bank of Ceylon PLC Annual Report 2014

Notes to the Financial Statements

16. Other Income (Net) GROUP BANK For the year ended December 31, 2014 2013 2014 2013 Rs. ’000 Rs. ’000 Rs. ’000 Rs. ’000

Gains/(losses) on sale of property, plant & equipment (2,144) 11,115 (4,916) 233 })=T=<&&S/%S 2,190,423 3,862,003 2,190,423 3,862,435 Recoveries of loans written off and provision reversals 2,719,334 2,228,281 2,719,334 2,228,281 Dividend income from subsidiaries – – 70,383 70,451 Dividend income from associates 851 2,691 – 2,079 Rental and other income 116,558 245,286 74,771 209,036 Less: Dividends received from associates transferred to investment account (851) (2,691) – – Total 5,024,171 6,346,685 5,049,995 6,372,515

17. Impairment Charges for Loans and Other Losses To banks [Refer Note 31] – – – – To other customers 4,898,249 5,177,019 4,879,606 5,177,019 Charge/(write back) to the Income Statement - Individual Impairment(*) [Refer Note 32.2] 390,003 1,070,253 390,003 1,070,253 Charge/(write back) to the Income Statement - Collective Impairment(*) [Refer Note 32.2] 4,480,932 4,007,742 4,462,289 4,007,742 Direct write-offs 27,314 99,024 27,314 99,024 Investments in subsidiaries [Refer Note 34.1] – – 28,787 14,184 Due from subsidiaries – – 10,362 12,809 Total 4,898,249 5,177,019 4,918,755 5,204,012

jIU#UU=^%%<>Œ=%}<%=>##TT=)=##T which were subjected to both individual and collective impairment under respective line items namely, ‘Charge/(write back) to the Income Statement from individual/ Collective Impairment’. Until December 31, 2013, this amount had been netted off against ‘Charge/(write back) to the Income Statement on Individual Impairment’. I<%%}<%=#S#<<#‹%S&=#%=Œ{=DU% amount had been netted off against - ‘Interest income on loans and receivables to other customers’.

18. Personnel Expenses

GROUP BANK For the year ended December 31, 2014 2013 2014 2013 Rs. ’000 Rs. ’000 Rs. ’000 Rs. ’000

Salary and bonus [Refer Note 18.1] 6,866,200 6,125,863 6,828,987 6,108,648 Pension Costs [Refer Note 18.1] U<##U<)U=QI<##% 984,213 904,919 980,821 900,844 U<##U=Q{&<##% [Refer Notes 47.1 (b) and 47.2 (b)] 164,438 165,791 157,687 160,113 Others [Refer Note 18.2] 941,472 1,024,692 935,553 1,016,600 Total 8,956,323 8,221,265 8,903,048 8,186,205

18.1 Salary, Bonus and Pension Costs $=>U<#U<##U<)U=#UT==<#<##U<# U%=&&3/<TD

18.2 Others -%=<#/<%T>#=#%=%S/<#&&S)<# staff welfare activities, etc. Annual Report 2014 Commercial Bank of Ceylon PLC 309 FINANCIAL REPORTS

Notes to the Financial Statements

19. Depreciation and Amortisation

GROUP BANK For the year ended December 31, 2014 2013 2014 2013 Rs. ’000 Rs. ’000 Rs. ’000 Rs. ’000

Depreciation of property, plant & equipment [Refer Note 36] 1,087,175 717,583 1,026,730 786,024 Amortisation of intangible assets [Refer Note 37] 173,373 149,347 172,874 149,291 Amortisation of leasehold property [Refer Note 38] 1,452 1,452 942 942 Total 1,262,000 868,382 1,200,546 936,257

~%&&&B<>%_`%S#%#<#&H&~`?<&%? <=^%%U¡T&U S%/##<&%#S><=S& %&%/#&<<U#"<=%#/&%_`#%}<&%> ended December 31, 2014 increased by Rs. 210.172 Mn.

20. Other Operating Expenses

GROUP BANK For the year ended December 31, 2014 2013 2014 2013 Rs. ’000 Rs. ’000 Rs. ’000 Rs. ’000

Directors’ emoluments [Refer Note 20.1] 30,077 24,453 27,463 23,058 Auditors’ remuneration 24,589 22,856 21,525 19,890 "<#&#/ 11,502 10,823 9,032 8,596 "<#=#&#/ 7,792 6,654 7,570 6,405 Q<#&#/ 5,295 5,379 4,923 4,889 '&=#=S=/ 252,438 251,068 315,388 305,450 Deposit insurance premium to the Central Bank of Sri Lanka 433,296 443,179 433,296 443,179 Donations, including contribution made to the CSR Trust Fund 54,583 51,319 54,583 51,319 3U=%/ 1,976,178 1,838,325 2,054,074 1,919,681 Maintenance of property, plant & equipment 755,013 790,373 865,063 864,533 H&#/ 1,975,789 1,879,251 1,851,186 1,797,220 Total 5,501,963 5,300,824 5,622,578 5,424,330

20.1 Directors’ Emoluments DŒ=<%&#U%3/<T#Q3/<TD&%}< FINANCIAL REPORTS 310 Commercial Bank of Ceylon PLC Annual Report 2014

Notes to the Financial Statements

21. Income Tax Expense 21.1 Entity-wise Breakup of the Income Tax Expense in the Income Statement is as follows:

GROUP BANK For the year ended December 31, 2014 2013 2014 2013 Rs. ’000 Rs. ’000 Rs. ’000 Rs. ’000

+, #<= <>//&D_`S{ >?@QXQY 2,869,752 >?@QXQY 2,869,752 <>//&H&&Q%_`S >Z>@Y[ 191,760 >Z>@Y[ 191,760 <>//&_S=#% XX@?\ZX 960,937 XX@?\ZX 960,937 ~%%=#S/#T### ]]Z? 8,285 ]]Z? 8,285 Sub total QQ>QXX[ 4,030,734 QQ>QXX[ 4,030,734

" {#)TT&/&>‚&Q_`‘ XXYQX (169,789) XXYQX (169,789) QQ[\X\Q 3,860,945 QQ[\X\Q 3,860,945

^= 3&&&%S/ – – Origination and reversal of temporary differences [Refer Note 45.1 - Bank] X>YZZX 204,063 X>YZZX 204,063 Q\\@Y[\ 4,065,008 Q\\@Y[\ 4,065,008

//&=DT=>' [@[[> 46,266 – //&H3 # XX]]Q 6,187 – //&#I# X>?Z[ – – Total Q@X]X>Q 4,117,461 Q\\@Y[\ 4,065,008

3&&T/=<#S#&#/ – >Z_?\` 28.01% 3&&T//=<#S#&#/ – >Z_XZ` 26.61%

-%/&#&%_`#

2014 2013 % %

Domestic operations of the Bank 28 28 Off-shore banking operation of the Bank 28 28 Bangladesh operation of the Bank 42.5 42.5 Commercial Development Company PLC 28 28 ONEzero Company Ltd. 28 28 Indra Finance Ltd. 28 N/A

>=$_!=$@"]= As per Section 137 of the Inland Revenue Act No. 10 of 2006 and amendments thereto, a Company engaged in secondary market T=TS}T$<-<>_==-<>_#^%%/%#U##<#?< %&<&<%<=#=/#&Q%&#&<%#> market transactions.

Accordingly, the net interest income earned by the Group and the Bank from the secondary market transactions in Government Securities, %US#<%I=$#<%=/#<#‚!!@#‚!@ respectively (Rs. 905.407 Mn. and Rs. 903.649 Mn. respectively in 2013). Annual Report 2014 Commercial Bank of Ceylon PLC 311 FINANCIAL REPORTS

Notes to the Financial Statements

21.2 Reconciliation of the Accounting Profit to Income Tax Expense "=U^/U=#%<S<==#U>%<>/STU=^

-/‚ GROUP BANK For the year ended December 31, 2014 2013 2014 2013 2014 2013 % % Rs. ’000 Rs. ’000 Rs. ’000 Rs. ’000

15,859,917 14,690,918 15,736,216 14,510,519 -/&&%<>/ 4,932,962 4,430,380 4,874,034 4,389,700 Domestic operations of the Bank 28 28 3,440,752 3,256,166 3,440,752 3,256,166 Off-shore banking operation of the Bank 28 28 268,589 167,244 268,589 167,244 Bangladesh operation 42.5 42.5 1,164,693 966,290 1,164,693 966,290 Subsidiaries 28 28 58,928 40,680 – – -/&&&/ (865,453) (887,400) (865,453) (887,400) -/&&&Q##<U=/ 5,834,186 4,359,378 5,807,179 4,344,749 -/&&&##<U=/ (5,169,064) (3,832,519) (5,142,943) (3,824,600) Qualifying payments (256,493) – (256,493) – {#)TT&/&> [Refer Note 44] 10,920 (167,169) 11,041 (169,789) ~%%=#S/#T### 7,879 8,285 7,789 8,285 D&#//‚&¦‘ 122,187 206,506 120,881 204,063 '$$' "$ 4,617,124 4,117,461 4,556,035 4,065,008

22. Earnings Per Share (EPS) -%S%%U=<=#U>#T#S%&%>U<U=]<>%=#&%'U>%^S%# average number of ordinary shares in issue during the year, as per the Sri Lanka Accounting Standard - LKAS 33 on Earnings per Share.

22.1 Basic Earnings per Ordinary Share

GROUP BANK 2014 2013 2014 2013

Amounts used as the numerator: '&%>U<U=]<>%=#&%_`&US per ordinary share (Rs. ’000) 11,238,892 10,563,378 11,180,181 10,445,511

Number of ordinary shares used as the denominator: Weighted average number of ordinary shares for basic earnings per share calculation [Refer Note 22.3] 864,152,525 862,938,805 864,152,525 862,938,805 Basic earnings per ordinary share (Rs.) 13.01 12.24 12.94 12.10

22.2 Diluted Earnings per Ordinary Share

GROUP BANK 2014 2013 2014 2013

Amounts used as the numerator: '&%>U<U=]<>%=#&%& diluted earnings per ordinary share (Rs. ’000) 11,238,892 10,563,378 11,180,181 10,445,511

Number of ordinary shares used as the denominator: Weighted average number of ordinary shares for diluted earnings per ordinary share calculation [Refer Note 22.3] 867,855,677 864,273,527 867,855,677 864,273,527 Diluted earnings per ordinary share (Rs.) 12.95 12.22 12.88 12.09 FINANCIAL REPORTS 312 Commercial Bank of Ceylon PLC Annual Report 2014

Notes to the Financial Statements

22.3 Weighted Average Number of Ordinary Shares for Basic and Diluted Earnings per Share

Outstanding No. of Shares Weighted average No. of Shares 2014 2013 2014 2013

Number of shares in issue as at January 01, 849,079,041 833,487,980 849,079,041 833,487,980 "##<U&%#%&&<#==&^% &=#T##& – 14,145,663 – 14,145,663 "##<U&%#%&&<#==&^% &=#T##& 13,541,068 – 13,541,068 13,541,068 862,620,109 847,633,643 862,620,109 861,174,711 Add: Number of shares issued under Employee Share Option Plan (ESOP) 2008 3,237,566 1,445,398 1,532,416 1,764,094 _!"!! ordinary share calculation 865,857,675 849,079,041 864,152,525 862,938,805 Add: Bonus element on number of outstanding options under ESOP 2008 as at the year-end – – 3,703,152 1,334,722 _!"!! ordinary share calculation(*) 865,857,675 849,079,041 867,855,677 864,273,527

j-%`T=<&%_`Œ%&%<&=<=S%#=<T&&&%%UU#%/&]<#`& December 31, 2014 over the offer price.

23. Dividends

GROUP BANK 2014 2013 2014 2013 Second Interim Second Interim Second Interim Second Interim Rs. 1.00 Per share for Rs. 1.00 Per share for Rs. 1.00 Per share for Rs. 1.00 Per share for 2013 (Paid on 2012 (Paid on 2013 (Paid on 2012 (Paid on January 27, 2014) February 18, 2013) January 27, 2014) February 18, 2013) Rs. ’000 Rs. ’000 Rs. ’000 Rs. ’000

" Net dividend paid to the Ordinary shareholders out of = 768,553 755,339 768,553 755,339 ~%%=#S/##<#< 80,595 78,270 80,595 78,270 Gross ordinary dividend paid 849,148 833,609 849,148 833,609

First Interim First Interim First Interim First Interim Rs. 1.50 Per share for Rs. 1.50 Per share for Rs. 1.50 Per share for Rs. 1.50 Per share for 2014 (Paid on 2013 (Paid on 2014 (Paid on 2013 (Paid on November 21, 2014) November 19, 2013) November 21, 2014) November 19, 2013) Rs. ’000 Rs. ’000 Rs. ’000 Rs. ’000

" Net dividend paid to the ordinary shareholders out of = 1,174,561 1,152,615 1,174,561 1,152,615 ~%%=#S/##<#< 123,593 120,876 123,593 120,876 Gross ordinary dividend paid 1,298,154 1,273,491 1,298,154 1,273,491 Total gross ordinary dividend paid 2,147,302 2,107,100 2,147,302 2,107,100

The Bank declared and paid a second interim dividend of Rs. 1.00 per share on February 5, 2015 to both voting and non-voting ordinary shareholders of the Bank. (The second interim dividend for the year 2013 of Rs. 1.00 per share was paid on January 27, 2014 ). Annual Report 2014 Commercial Bank of Ceylon PLC 313 FINANCIAL REPORTS

Notes to the Financial Statements

-%_#&D&%_`%##%>&=#T##&‚%^%%&%#T## &‚%#%U==&‚%^==U#%&&<#==&^%& U%%TS#QTS#>%%=#&%_`&%>##DU_`#=#=#T## &‚%#%^#U>^>&‚%%&&%#‚%%& of shares). The total dividend recommended by the Board is to be approved at the forthcoming Annual General Meeting to be held on March 31, 2015. In accordance with provisions of the Sri Lanka Accounting Standard No. 10 on ‘Events after the Reporting Period’, the ##T###=###IU<>#%#=#T##%US#=U=> %>Q#I=#T##>U=&%>%U#‚@"<==#T##&<# ‚!@#</&<#3$H'

Accordingly, the dividend per ordinary share (for both voting and non-voting) for the year 2014 would be Rs. 6.50 (2013 - Rs. 6.50).

24. Classification of Financial Assets and Financial Liabilities -%U=U=^T#=U^%=%$&I='#S&=# ==U=&%}<#%_`

24.1 Classification of Financial Assets and Financial Liabilities - Group 24.1 (a) Group

As at December 31, 2014 Held-for-Trading Held-to-Maturity Loans and Available- Other Amortised Total (HFT) (HTM) Receivables for-Sale (AFS) Cost Note Rs. ’000 Rs. ’000 Rs. ’000 Rs. ’000 Rs. ’000 Rs. ’000

$ Cash and cash equivalents 26 – – 20,621,778 – – 20,621,778 Balances with Central Banks 27 – – 19,633,746 – – 19,633,746 Placements with banks 28 – – 14,507,861 – – 14,507,861 DTT= 29 459,510 – – – – 459,510 H%=< Held-for-trading 30 6,326,636 – – – – 6,326,636 Loans and receivables to banks 31 – – 551,066 – – 551,066 Loans and receivables to other customers 32 – – 498,165,419 – – 498,165,419 Financial investments – Available-for-sale 33 – – – 214,225,017 – 214,225,017 = 6,786,146 – 553,479,870 214,225,017 – 774,491,033

$ Due to banks 40 – – – – 25,669,025 25,669,025 DTT==U= 41 1,193,139 – – – – 1,193,139 Due to other customers/Deposits from customers 42 – – – – 529,266,588 529,266,588 Other borrowings 43 – – – – 136,027,625 136,027,625 Subordinated liabilities 49 – – – – 11,262,573 11,262,573 = 1,193,139 – – – 702,225,811 703,418,950 FINANCIAL REPORTS 314 Commercial Bank of Ceylon PLC Annual Report 2014

Notes to the Financial Statements

24.1 (b) Group

As at December 31, 2013 Held-for-Trading Held-to-Maturity Loans and Available- Other Amortised Total (HFT) (HTM) Receivables for-Sale (AFS) Cost Note Rs. ’000 Rs. ’000 Rs. ’000 Rs. ’000 Rs. ’000 Rs. ’000

$ Cash and cash equivalents 26 – – 14,263,533 – – 14,263,533 Balances with Central Banks 27 – – 18,431,936 – – 18,431,936 Placements with banks 28 – – 4,131,814 – – 4,131,814 DTT= 29 837,694 – – – – 837,694 H%=< K=#Q&Q#S 30 6,379,058 – – – – 6,379,058 Loans and receivables to banks 31 – – 546,270 – – 546,270 Loans and receivables to other customers 32 – – 410,935,979 – – 410,935,979 Financial investments – Available-for-sale 33 – – – 131,756,525 – 131,756,525 = 7,216,752 – 448,309,532 131,756,525 – 587,282,809

$ Due to banks 40 – – – – 14,194,219 14,194,219 DTT==U= 41 1,411,916 – – – – 1,411,916 Due to other customers/Deposits from customers 42 – – – – 451,098,946 451,098,946 Other borrowings 43 – – – – 53,997,503 53,997,503 Subordinated liabilities 49 – – – – 10,944,412 10,944,412 = 1,411,916 – – – 530,235,080 531,646,996

24.2 Classification of Financial Assets and Financial Liabilities - Bank 24.2 (a) Bank

As at December 31, 2014 Held-for-Trading Held-to-Maturity Loans and Available- Other Amortised Total (HFT) (HTM) Receivables for-Sale (AFS) Cost Note Rs. ’000 Rs. ’000 Rs. ’000 Rs. ’000 Rs. ’000 Rs. ’000

$ Cash and cash equivalents 26 – – 20,591,867 – – 20,591,867 Balances with Central Banks 27 – – 19,633,746 – – 19,633,746 Placements with banks 28 – – 14,507,861 – – 14,507,861 DTT= 29 459,510 – – – – 459,510 H%=< K=#Q&Q#S 30 6,326,636 – – – – 6,326,636 Loans and receivables to banks 31 – – 551,066 – – 551,066 Loans and receivables to other customers 32 – – 497,065,787 – – 497,065,787 Financial investments – Available-for-sale 33 – – – 214,208,370 – 214,208,370 = 6,786,146 – 552,350,327 214,208,370 – 773,344,843

$ Due to banks 40 – – – – 25,260,976 25,260,976 DTT==U= 41 1,193,139 – – – – 1,193,139 Due to other customers/Deposits from customers 42 – – – – 529,361,484 529,361,484 Other borrowings 43 – – – – 136,201,082 136,201,082 Subordinated liabilities 49 – – – – 11,044,775 11,044,775 = 1,193,139 – – – 701,868,317 703,061,456 Annual Report 2014 Commercial Bank of Ceylon PLC 315 FINANCIAL REPORTS

Notes to the Financial Statements

24.2 (b) Bank

As at December 31, 2013 Held-for-Trading Held-to-Maturity Loans and Available- Other Amortised Total (HFT) (HTM) Receivables for-Sale (AFS) Cost Note Rs. ’000 Rs. ’000 Rs. ’000 Rs. ’000 Rs. ’000 Rs. ’000

$ Cash and cash equivalents 26 – – 14,261,549 – – 14,261,549 Balances with Central Banks 27 – – 18,431,936 – – 18,431,936 Placements with banks 28 – – 4,131,814 – – 4,131,814 DTT= 29 837,694 – – – – 837,694 H%=< K=#Q&Q#S 30 6,379,058 – – – – 6,379,058 Loans and receivables to banks 31 – – 546,270 – – 546,270 Loans and receivables to other customers 32 – – 410,951,440 – – 410,951,440 Financial investments – Available-for-sale 33 – – – 131,756,525 – 131,756,525 = 7,216,752 – 448,323,009 131,756,525 – 587,296,286

$ Due to banks 40 – – – – 14,194,219 14,194,219 DTT==U= 41 1,411,916 – – – – 1,411,916 Due to other customers/Deposits from customers 42 – – – – 451,152,923 451,152,923 Other borrowings 43 – – – – 54,173,175 54,173,175 Subordinated liabilities 49 – – – – 10,944,412 10,944,412 = 1,411,916 – – – 530,464,729 531,876,645

25. Assets and Liabilities Measured at Fair Value and Fair Value Hierarchy 25.1 Fair Value Hierarchy The following table provides the analyses of assets and liabilities measured at fair value as at the Reporting date, by the level in the fair value hierarchy into which the fair value measurement is categorised. These amounts were based on the values recognised in the Statement of Financial Position.

GROUP BANK Level 1 Level 2 Level 3 Total Level 1 Level 2 Level 3 Total Note Rs. ’000 Rs. ’000 Rs. ’000 Rs. ’000 Rs. ’000 Rs. ’000 Rs. ’000 Rs. ’000

As at December 31, 2014 /;$ Property, Plant & Equipment Land and buildings 36.5(b) – – 7,432,625 7,432,625 – – 7,255,625 7,255,625 =ƒ at fair value – – 7,432,625 7,432,625 – – 7,255,625 7,255,625

$ Z"" 29 Currency swaps – 222,533 – 222,533 – 222,533 – 222,533 Forward contracts – 233,300 – 233,300 – 233,300 – 233,300 Spot contracts – 3,677 – 3,677 – 3,677 – 3,677

\ Held-for-trading 30 Government securities 5,958,904 – – 5,958,904 5,958,904 – – 5,958,904 Equity shares 367,732 – – 367,732 367,732 – – 367,732 FINANCIAL REPORTS 316 Commercial Bank of Ceylon PLC Annual Report 2014

Notes to the Financial Statements

GROUP BANK Level 1 Level 2 Level 3 Total Level 1 Level 2 Level 3 Total Note Rs. ’000 Rs. ’000 Rs. ’000 Rs. ’000 Rs. ’000 Rs. ’000 Rs. ’000 Rs. ’000

Financial investments – Available-for-sale 33 Government Securities 213,381,263 – – 213,381,263 213,364,740 – – 213,364,740 Equity securities(*) 185,132 613,441 – 798,573 185,132 613,441 – 798,573 = fair value 219,893,031 1,072,951 – 220,965,982 219,876,508 1,072,951 – 220,949,459 Total assets at fair value 219,893,031 1,072,951 7,432,625 228,398,607 219,876,508 1,072,951 7,255,625 228,205,084

$ Z"" 41 Currency swaps – 823,596 – 823,596 – 823,596 – 823,596 Forward contracts – 368,886 – 368,886 – 368,886 – 368,886 Spot contracts – 657 – 657 – 657 – 657 Total liabilities at fair value – 1,193,139 – 1,193,139 – 1,193,139 – 1,193,139

As at December 31, 2013 /$ Property, Plant & Equipment Land and buildings 36 – – 5,647,563 5,647,563 – – 5,647,563 5,647,563 = at fair value – – 5,647,563 5,647,563 – – 5,647,563 5,647,563

$ Z"" 29 Currency swaps ––– – ––– – Forward contracts – 832,346 – 832,346 – 832,346 – 832,346 Spot contracts – 5,348 – 5,348 – 5,348 – 5,348

\ Held-for-trading 30 Government Securities 6,044,651 – – 6,044,651 6,044,651 – – 6,044,651 Equity shares 334,407 – – 334,407 334,407 – – 334,407

Financial investments – Available-for-sale 33 Government Securities 131,565,941 – – 131,565,941 131,565,941 – – 131,565,941 Equity securities(*) 145,492 – – 145,492 145,492 – – 145,492 = fair value 138,090,491 837,694 – 138,928,185 138,090,491 837,694 – 138,928,185 Total assets at fair value 138,090,491 837,694 5,647,563 144,575,748 138,090,491 837,694 5,647,563 144,575,748

$ Z"" 41 Currency swaps ––– – ––– – Forward contracts – 1,406,553 – 1,406,553 – 1,406,553 – 1,406,553 Spot contracts – 5,363 – 5,363 – 5,363 – 5,363 Total liabilities at fair value – 1,411,916 – 1,411,916 – 1,411,916 – 1,411,916

(*) Value of Unquoted shares of Rs. 45.181 Mn. in Group and Rs. 45.057 Mn. in Bank as at end of the year 2014 (Rs. 45.092 Mn. in Group and Bank as at end 2013) categorised under Financial Investments – Available-for-sale in the Statement of Financial Position has not been considered within the above amount due to non-availability of reliable market values. Annual Report 2014 Commercial Bank of Ceylon PLC 317 FINANCIAL REPORTS

Notes to the Financial Statements

25.2 Financial Instruments not Measured at Fair Value - Fair Value Hierarchy -%&==^SU=<%&T=<&=#=U=<#&T=<#=#&T=<%%>

GROUP BANK Level 1 Level 2 Level 3 Total Fair Total Carrying Level 1 Level 2 Level 3 Total Fair Total Carrying Values Amount Values Amount Note Rs. ’000 Rs. ’000 Rs. ’000 Rs. '000 Rs. '000 Rs. ’000 Rs. ’000 Rs. ’000 Rs. '000 Rs. '000

^[X>YXQ Financial Assets Cash and cash equivalents 26 – 20,621,778 – 20,621,778 20,621,778 – 20,591,867 – 20,591,867 20,591,867 Loans and receivables to banks 31 – 551,066 – 551,066 551,066 – 551,066 – 551,066 551,066 Loans and receivables to other customers 32 – – 500,659,378 500,659,378 498,165,419 – – 499,559,746 499,559,746 497,065,787 = not at fair value – 21,172,844 500,659,378 521,832,222 519,338,263 – 21,142,933 499,559,746 520,702,679 518,208,720

Financial Liabilities Due to banks 40 – 25,669,025 – 25,669,025 25,669,025 – 25,260,976 – 25,260,976 25,260,976 Due to other customers/ Deposits from customers 42 – – 531,209,832 531,209,832 529,266,588 – – 531,304,728 531,304,728 529,361,484 Subordinated liabilities 49 – – 11,347,778 11,347,778 11,262,573 – – 11,129,980 11,129,980 11,044,775 = not at fair value – 25,669,025 542,557,610 568,226,635 566,198,186 – 25,260,976 542,434,708 567,695,684 565,667,235

^[X>YX[ Financial Assets Cash and cash equivalents 26 – 14,263,533 – 14,263,533 14,263,533 – 14,261,549 – 14,261,549 14,261,549 Loans and receivables to banks 31 – 546,270 – 546,270 546,270 – 546,270 – 546,270 546,270 Loans and receivables to other customers 32 – – 411,737,311 411,737,311 410,935,979 – – 411,752,772 411,752,772 410,951,440 = not at fair value – 14,809,803 411,737,311 426,547,114 425,745,782 – 14,807,819 411,752,772 426,560,591 425,759,259

Financial Liabilities Due to banks 40 – 14,194,219 – 14,194,219 14,194,219 – 14,194,219 – 14,194,219 14,194,219 Due to other customers/ Deposits from customers 42 – – 452,436,796 452,436,796 451,098,946 – – 452,490,773 452,490,773 451,152,923 Subordinated liabilities 49 – – 11,013,207 11,013,207 10,944,412 – – 11,013,207 11,013,207 10,944,412 = not at fair value – 14,194,219 463,449,603 477,643,822 476,237,577 – 14,194,219 463,503,980 447,698,199 476,291,554

Fair Valuation Methodology and Significant Unobservable Valuation Inputs -%&T=<&/#=#=U=##S/#=#TU=#<%< subordinated liabilities) are estimated based on the Discounted Cash Flow approach. This approach employs the current market interest rates &==<S<UTU=<<S%&T=<#%S#<#T=% fair value hierarchy.

Sensitivity of Fair Value Measurement to Unobservable Inputs "S)#%`^<=#<==^)%S%&T=<US#=#

Assets for which Fair Value Approximates Carrying Value I=#=U=^%%<^%%QST=<#%%>S< /%&T=<-%<==#####TS#^%%#%T<>

25.3 UST#&S<UTU=<<#DU<#<S fair value of Land and buildings categorised as Level 3 in the fair value hierarchy.

25.4 Reconciliation of Revaluation Reserve pertaining to Land and Buildings categorised as Level 3 in fair value hierarchy is found in the Statement of Changes in Equity from pages 272 to 275. FINANCIAL REPORTS 318 Commercial Bank of Ceylon PLC Annual Report 2014

Notes to the Financial Statements

25.5 Table below provides information about the valuation techniques and inputs used in measuring the fair values of assets and liabilities in the Level 2 of the fair value hierarchy as given in Note 25.1 above.

Type of Financial Instruments Fair Value as at Valuation Technique $S=<< December 31, 2014 (Rs. ’000)

Derivative Financial Assets 459,510 Adjusted forward rate approach  $/%S This approach considers the present value of calculated  Interest rate differentials Derivative Financial Liabilities 1,193,139 &^#/%S&%S#<S %/%S%T=##%&^# between currencies <)#<=<=#<S/=# under consideration rates of the currency pairs of the derivatives. In computing the present value, interest rate differentials between two currencies under consideration is used as the discount rate.

26. Cash and Cash Equivalents

GROUP BANK

As at December 31, 2014 2013 2014 2013 Rs. ’000 Rs. ’000 Rs. ’000 Rs. ’000

Cash in hand Coins and notes held in local currency 12,232,921 9,643,069 12,222,065 9,641,519 Coins and notes held in foreign currency 1,440,699 1,866,981 1,426,445 1,866,547 Balances with banks 5,948,158 2,635,082 5,943,357 2,635,082 Local banks 4.801 – – – Foreign banks 5,943,357 2,635,082 5,943,357 2,635,082 Money at call and at short notice 1,000,000 118,401 1,000,000 118,401 Total 20,621,778 14,263,533 20,591,867 14,261,549

The maturity analysis of Cash and Cash Equivalents is given in Note 58.

27. Balances with Central Banks

GROUP BANK As at December 31, 2014 2013 2014 2013 Rs. ’000 Rs. ’000 Rs. ’000 Rs. ’000

Statutory balances with Central Banks Central Bank of Sri Lanka 17,433,858 15,449,704 17,433,858 15,449,704 Bangladesh Bank 2,199,888 2,982,232 2,199,888 2,982,232 Non-statutory balances with Central Banks Central Bank of Sri Lanka – – – – Bangladesh Bank – – – – Total 19,633,746 18,431,936 19,633,746 18,431,936

As required by the provisions of Section 93 of the Monetary Law Act, a cash balance is maintained with the Central Bank of Sri Lanka. As at December 31, 2014, the minimum cash reserve requirement was 6.00% of the rupee deposit liabilities (6.00% in 2013). There is no reserve requirement for foreign currency deposit liabilities of the Domestic Banking Unit and the deposit liabilities of the Off-shore Banking Centre (OBC) in Sri Lanka. As per the Bangladesh Bank regulations, the Statutory Liquidity Requirement as at December 31, 2014 was 19.50% (19.00% in 2013) on time and demand liabilities (both local and foreign currencies), which includes a 6.50% (6.00% in 2013) cash reserve requirement and the balance 13.00% (13.00% in 2013) is permitted to be maintained in foreign currency and/or also in unencumbered securities held with the Bangladesh Bank. The maturity analysis of Balances with Central Banks is given in Note 58. Annual Report 2014 Commercial Bank of Ceylon PLC 319 FINANCIAL REPORTS

Notes to the Financial Statements

28. Placements with Banks

GROUP BANK As at December 31, 2014 2013 2014 2013 Rs. ’000 Rs. ’000 Rs. ’000 Rs. ’000

Placements - within Sri Lanka 6,783,931 – 6,783,931 – Placements - outside Sri Lanka 7,723,930 4,131,814 7,723,930 4,131,814 Total 14,507,861 4,131,814 14,507,861 4,131,814

The maturity analysis of Placements with Banks is given in Note 58.

29. Derivative Financial Assets Foreign currency derivatives Currency swaps 222,533 – 222,533 – Forward contracts 233,300 832,346 233,300 832,346 Spot contracts 3,677 5,348 3,677 5,348 Total 459,510 837,694 459,510 837,694

The maturity analysis of Derivative Financial Assets is given in Note 58.

30. Other Financial Instruments Held-for-Trading

Government securities [Refer Note 30.1] 5,958,904 6,044,651 5,958,904 6,044,651 Equity securities [Refer Note 30.2] 367,732 334,407 367,732 334,407 Total 6,326,636 6,379,058 6,326,636 6,379,058

30.1 Government Securities Treasury bills 4,224,163 4,788,578 4,224,163 4,788,578 Treasury bonds 1,734,741 1,256,073 1,734,741 1,256,073 Total Government Securities 5,958,904 6,044,651 5,958,904 6,044,651

The maturity analysis of Other Financial Instruments Held-for-trading is given in Note 58.

30.2 Equity Securities - Group and Bank

As at December 31, 2014 As at December 31, 2013 Sector/Name of the Company No. of Market Market Cost of the No. of Market Market Cost of the Shares Price | Investment Shares Price Value Investment Rs. Rs. ’000 Rs. ’000 Rs. Rs. ’000 Rs. ’000

+,$' Central Finance Company PLC 94,930 250.00 23,733 18,937 – – – – Citizen Development Bank PLC 101,965 74.00 7,545 3,398 123,950 35.60 4,413 4,130 Hatton National Bank PLC 82 194.90 16 12 82 147.00 12 12 Lanka Venture PLC 100,000 46.90 4,690 3,033 100,000 41.00 4,100 3,033 Nations Trust Bank PLC – – – – 262,314 62.20 16,316 16,238 Sampath Bank PLC 25,000 236.30 5,908 4,298 25,000 171.90 4,298 4,298 Sub total 41,892 29,678 29,139 27,711

+$= COCO Lanka PLC 402,000 26.70 10,733 7,062 402,000 16.50 6,633 7,062 COCO Lanka PLC (Non-voting) 1,000 23.90 24 15 1,000 13.10 13 15 Distilleries Company of Sri Lanka PLC 181,490 210.00 38,113 28,968 281,490 193.00 54,328 44,929 Lanka Milk Foods (CWE) PLC 250,000 120.40 30,100 27,866 250,000 105.30 26,325 27,866 Sub total 78,970 63,911 87,299 79,872 FINANCIAL REPORTS 320 Commercial Bank of Ceylon PLC Annual Report 2014

Notes to the Financial Statements

As at December 31, 2014 As at December 31, 2013 Sector/Name of the Company No. of Market Market Cost of the No. of Market Market Cost of the Shares Price | Investment Shares Price Value Investment Rs. Rs. ’000 Rs. ’000 Rs. Rs. ’000 Rs. ’000

# Chemical Industries Colombo PLC 161,400 66.40 10,717 11,692 161,400 34.50 5,568 11,692 Haycarb PLC 107,100 173.00 18,528 15,914 107,100 189.80 20,328 15,914 Sub total 29,245 27,606 25,896 27,606

# Colombo Dockyard PLC 75,000 193.00 14,475 16,685 75,000 189.60 14,220 16,685 Sub total 14,475 16,685 14,220 16,685

^j Hemas Holdings PLC 60 74.30 4 2 635,750 34.00 21,616 23,242 Sub total 4 2 21,616 23,242 j# Ceylon Hospitals PLC 121,900 117.40 14,311 12,868 156,900 110.00 17,259 16,665 Ceylon Hospitals PLC (Non-voting) 61,100 80.00 4,888 4,423 61,100 75.00 4,583 4,423 Sub total 19,199 17,291 21,842 21,088 j= John Keells Hotels PLC 267,608 17.00 4,549 3,473 137,608 12.50 1,720 1,638 Taj Lanka Hotels PLC 212,390 34.40 7,306 6,625 – – – – Sub total 11,855 10,098 1,720 1,638

'= Renuka Holdings PLC 117,158 31.50 3,690 3,180 50,000 30.60 1,530 1,770 Renuka Holdings PLC (Non-voting) 265,368 23.50 6,236 4,958 100,000 20.70 2,070 2,477 Sub total 9,926 8,138 3,600 4,247

" Overseas Reality Ceylon PLC 174,000 26.30 4,576 2,512 174,000 18.30 3,184 2,512 Property Developments Ltd. – – – – 83,235 66.00 5,494 4,693 Sub total 4,576 2,512 8,678 7,205 q ACL Cables PLC 171,516 76.40 13,104 14,096 171,516 64.90 11,131 14,096 Dipped Products PLC 200,000 143.00 28,600 24,239 200,000 90.00 18,000 24,239 Lanka Walltile PLC 60 97.30 6 5 60 53.90 3 5 Pelwatte Sugar Industries PLC 12,300 0.10 1 351 12,300 0.10 1 351 Royal Ceramics Lanka PLC 264,896 116.90 30,966 30,676 264,896 84.60 22,410 30,676 Tokyo Cement Company (Lanka) PLC (Non-voting) 140,055 46.90 6,569 3,407 588,555 23.40 13,772 15,502 Sub total 79,246 72,774 65,317 84,869

Kotagala Plantations PLC 201,750 31.60 6,375 9,172 201,750 37.00 7,465 9,172 Sub total 6,375 9,172 7,465 9,172 Annual Report 2014 Commercial Bank of Ceylon PLC 321 FINANCIAL REPORTS

Notes to the Financial Statements

As at December 31, 2014 As at December 31, 2013 Sector/Name of the Company No. of Market Market Cost of the No. of Market Market Cost of the Shares Price | Investment Shares Price Value Investment Rs. Rs. ’000 Rs. ’000 Rs. Rs. ’000 Rs. ’000

%" Hemas Power PLC 600,000 18.10 10,860 11,591 336,657 17.60 5,925 6,748 Lanka IOC PLC 685,984 60.00 41,159 15,013 685,984 33.10 22,706 15,013 Sub total 52,019 26,604 28,631 21,761

= D=S"/' 1,500,000 13.30 19,950 9,956 2,109,322 9.00 18,984 15,193 Sub total 19,950 9,956 18,984 15,193 Total 367,732 294,427 334,407 340,289 Mark to market gains/(losses) 73,305 (5,882) Market value of equity securities 367,732 334,407

30.3 Industry/Sector Composition of the Equity Securities - Group and Bank

As at December 31, 2014 As at December 31, 2013 Sector/Industry Market Cost of Market Cost of | Investment Value Investment Rs. ’000 Rs. ’000 % Rs. ’000 Rs. ’000 %

Bank, Finance and Insurance 41,892 29,678 11.39 29,139 27,711 8.71 Beverage, Foods and Tobacco 78,970 63,911 21.47 87,299 79,872 26.11 Chemical and Pharmaceutical 29,245 27,606 7.95 25,896 27,606 7.74 Construction and Engineering 14,475 16,685 3.94 14,220 16,685 4.25 DT#K=#S 4 2 0.0 21,616 23,242 6.46 Health Care 19,199 17,291 5.22 21,842 21,088 6.53 Hotels and Travels 11,855 10,098 3.22 1,720 1,638 0.51 Investment Trust 9,926 8,138 2.71 3,600 4,247 1.08 Land and Property 4,576 2,512 1.24 8,678 7,205 2.61 Manufacturing 79,246 72,774 21.55 65,317 84,869 19.53 Plantations 6,375 9,172 1.73 7,465 9,172 2.23 Power and Energy 52,019 26,604 14.15 28,631 21,761 8.56 Telecommunication 19,950 9,956 5.43 18,984 15,193 5.68 Sub total 367,732 294,427 100 .00 334,407 340,289 100.00 Mark to market gains/(losses) 73,305 (5,882) Market value of equity securities 367,732 367,732 100 .00 334,407 334,407 100.00 FINANCIAL REPORTS 322 Commercial Bank of Ceylon PLC Annual Report 2014

Notes to the Financial Statements

31. Loans and Receivables to Banks

GROUP BANK As at December 31, 2014 2013 2014 2013 Rs. ’000 Rs. ’000 Rs. ’000 Rs. ’000

Gross loans and receivables 551,066 546,270 551,066 546,270 Less: Provision for impairment – – – – Net loans and receivables 551,066 546,270 551,066 546,270

The maturity analysis of Loans and Receivables to Banks is given in Note 58.

The Bank did not make any payments to counter party banks for the oil hedging transactions with effect from June 02, 2009 in response to a DTT#&%3/%S==&%=_`&$`]<=>&%<>U`# USD 4.170 Mn. (Rs. 551.066 Mn.) which has been kept as a deposit with them. This action has been contested by the Bank. In view of the stance taken by the Bank in this regard, both the deposit (made by the Bank) and the amount due to the said counter party bank, have been recorded in the Statement of Financial Position.

31. 1 (a) By Currency

GROUP BANK As at December 31, 2014 2013 2014 2013 Rs. ’000 Rs. ’000 Rs. ’000 Rs. ’000

United States Dollar 551,066 546,270 551,066 546,270 Sub total 551,066 546,270 551,066 546,270

32. Loans and Receivables to Other Customers Gross loans and receivables 515,335,442 426,723,148 514,022,361 426,738,608 Loans and advances [Refer Note 32.1(a)] 464,899,378 379,237,437 463,586,297 379,252,897 Investments in Government Securities [Refer Note 32.1(a)] 40,850,011 43,108,697 40,850,011 43,108,697 Other investments [Refer Note 32.1(a)] 9,586,053 4,377,014 9,586,053 4,377,014 Less: Provision for individual impairment [Refer Note 32.2] 4,334,587 4,204,654 4,334,587 4,204,654 Provision for collective impairment [Refer Note 32.2] 12,835,436 11,582,515 12,621,987 11,582,514 Net loans and receivables 498,165,419 410,935,979 497,065,787 410,951,440

The maturity analysis of Loans and Receivables to Other Customers is given in Note 58. Annual Report 2014 Commercial Bank of Ceylon PLC 323 FINANCIAL REPORTS

Notes to the Financial Statements

GROUP BANK As at December 31, 2014 2013 2014 2013 Rs. ’000 Rs. ’000 Rs. ’000 Rs. ’000

32.1 Analysis 32.1 (a) By product Loans and receivables Overdrafts 70,149,877 72,420,675 70,149,877 72,420,675 -# 41,964,999 47,957,137 41,964,999 47,957,137 Lease/hire purchase receivable [Refer Note 32.3] 24,814,178 21,778,745 23,068,581 21,795,710 Credit cards 4,221,367 3,999,619 4,221,367 3,999,619 Pawning 2,315,884 6,995,603 2,315,884 6,995,603 Staff loans 5,023,379 3,885,911 5,022,923 3,885,911 Housing loans 31,402,858 27,729,953 31,402,858 27,729,953 Personal loans 21,943,589 16,517,343 21,943,016 16,517,343 Term loans Short-term 31,387,867 30,636,267 31,974,667 30,636,267 Long-term 178,538,532 129,805,616 178,385,277 129,804,111 Loans granted from Investment Fund Account (IFA) [Refer Note 32.4 (a)] 4,554,420 3,520,411 4,554,420 3,520,411 _==&/%S 7,384,162 5,043,658 7,384,162 5,043,658 Securities purchased under resale agreements 41,198,266 8,946,499 41,198,266 8,946,499 Sub total [Refer Note 32.1 (c)] 464,899,378 379,237,437 463,586,297 379,252,897

Investments in Government Securities Treasury bonds 605,859 605,859 605,859 605,859 Sri Lanka Development bonds 40,244,152 42,502,838 40,244,152 42,502,838 Sub total 40,850,011 43,108,697 40,850,011 43,108,697

Other investments Debentures [Refer Note 32.5 (a)] 8,458,544 3,273,401 8,458,544 3,273,401 -<‚&U‘ 1,126,469 1,029,072 1,126,469 1,029,072 Corporate bonds in Bangladesh [Refer Note 32.5 (c)] 1,040 74,541 1,040 74,541 Sub total 9,586,053 4,377,014 9,586,053 4,377,014

GROUP BANK As at December 31, 2014 2013 2014 2013 Rs. ’000 Rs. ’000 Rs. ’000 Rs. ’000

32.1 (b) By currency Sri Lanka Rupee 391,550,260 314,608,021 390,237,179 314,623,481 United States Dollar 86,212,972 78,911,348 86,212,972 78,911,348 Great Britain Pound 651,205 871,965 651,205 871,965 Euro 106,299 1,466,964 106,299 1,466,964 Australian Dollar 980,361 46,234 980,361 46,234 Japanese Yen – 613 – 613 Singapore Dollar – 5,127 – 5,127 Bangladesh Taka 35,830,724 30,852,627 35,830,724 30,852,627 Others 3,621 – 3,621 – Total 515,335,442 426,762,899 514,022,361 426,778,359 FINANCIAL REPORTS 324 Commercial Bank of Ceylon PLC Annual Report 2014

Notes to the Financial Statements

GROUP BANK As at December 31, 2014 2013 2014 2013 Rs. ’000 Rs. ’000 Rs. ’000 Rs. ’000

32.1 (c) By Industry (*) "S<=<#%S 45,451,951 38,013,743 45,306,783 38,013,743 Manufacturing 54,799,178 49,650,801 54,799,178 49,650,801 Tourism 18,306,599 14,242,671 18,273,643 14,242,671 Transport 13,294,127 10,157,863 13,241,354 10,174,829 Construction 42,546,071 35,601,502 42,525,815 35,601,502 Trading 62,280,308 52,367,237 62,017,576 52,367,237 New economy 6,533,193 6,440,151 6,533,193 6,440,151 Financial and business services 28,627,011 16,415,452 29,205,088 16,415,452 Infrastructure 15,729,998 12,814,953 15,729,998 12,814,953 Other services 40,676,423 30,420,543 40,424,390 30,420,543 Government 41,198,266 8,946,499 41,198,266 8,946,499 Other customers 95,456,253 104,166,022 94,331,013 104,164,516 Sub total [Refer Note 32.1 (a)] 464,899,378 379,237,437 463,586,297 379,252,897

(*) Industry-wise breakdown is provided only for loans and receivables. Annual Report 2014 Commercial Bank of Ceylon PLC 325 FINANCIAL REPORTS

Notes to the Financial Statements

32.2 Movement in Provision for Individual and Collective Impairment during the Year

GROUP BANK As at December 31, 2014 2013 2014 2013 Rs. ’000 Rs. ’000 Rs. ’000 Rs. ’000

Movement in Provision for Individual Impairment Balance as at January 01, 4,204,654 3,402,168 4,204,654 3,402,168 Charge/(write back) to the Income Statement [Refer Note 17] 390,003 1,070,253 390,003 1,070,253 Net write-off/(recoveries) during the year (403,411) (369,740) (403,411) (369,740) 3/%ST&S<>T 6,765 18,792 6,765 18,792 Interest accrued/(reversals) on impaired loans and advances (278,878) (304,712) (278,878) (304,712) Other movements 415,454 387,893 415,454 387,893 Balance as at December 31, 4,334,587 4,204,654 4,334,587 4,204,654

Movement in Provision for Collective Impairment Balance as at January 01, 11,582,515 10,099,059 11,582,514 10,099,059 Balance assumed on business combination 194,805 – – – Charge/(write back) to the Income Statement [Refer Note 17] 4,480,932 4,007,742 4,462,289 4,007,742 Net write-off/(recoveries) during the year (3,422,651) (2,527,827) (3,422,651) (2,527,828) 3/%ST&S<>T (165) 3,541 (165) 3,541 Other movements – – – – Balance as at December 31, 12,835,436 11,582,515 12,621,987 11,582,514 Total of individual and collective impairment 17,170,023 15,787,168 16,956,574 15,787,168

GROUP BANK As at December 31, 2014 2013 2014 2013 Rs. ’000 Rs. ’000 Rs. ’000 Rs. ’000

32.3 Lease/Hire Purchase Receivable Gross Lease/Hire Purchase Receivable 24,814,178 21,778,745 23,068,581 21,795,710 Within one year [Refer Note 32.3 (a)] 10,129,318 8,807,377 9,303,525 8,822,061 IT>‚&U‘ 14,676,651 12,966,406 13,756,847 12,968,687 HTT>‚&‘ 8,209 4,962 8,209 4,962 Less: Provision for Individual impairment [Refer Note 32.3 (d)] 60,961 54,317 60,961 54,317 Provision for Collective impairment [Refer Note 32.3 (e)] 1,064,533 789,654 856,170 789,653 Net lease/Hire purchase receivable 23,688,684 20,934,774 22,151,450 20,951,740

32.3 (a) Lease/Hire Purchase Receivable within One Year Total Lease/Hire purchase receivable within one year 13,168,565 11,670,475 12,084,654 11,686,628 Less: Unearned lease/Hire purchase income 3,039,247 2,863,098 2,781,129 2,864,567 Gross Lease/Hire purchase receivable within one year 10,129,318 8,807,377 9,303,525 8,822,061 Less: Provision for individual impairment 49,695 45,564 49,695 45,564 Provision for collective impairment 707,769 542,527 627,694 542,526 Sub total 9,371,854 8,219,286 8,626,136 8,233,971 FINANCIAL REPORTS 326 Commercial Bank of Ceylon PLC Annual Report 2014

Notes to the Financial Statements

GROUP BANK As at December 31, 2014 2013 2014 2013 Rs. ’000 Rs. ’000 Rs. ’000 Rs. ’000

32.3 (b) Lease/Hire Purchase Receivable from One to Five Years =X۠"" 17,062,402 15,328,773 15,871,840 15,331,054 Less: Unearned lease/Hire purchase income 2,385,751 2,362,367 2,114,993 2,362,367 @X۠"" 14,676,651 12,966,406 13,756,847 12,968,687 Less: Provision for individual impairment 11,266 8,753 11,266 8,753 Provision for collective impairment 356,596 247,112 228,308 247,112 Sub total 14,308,789 12,710,541 13,517,273 12,712,822

32.3 (c) Lease/Hire Purchase Receivable after Five Years =X€†"" 8,666 5,667 8,666 5,667 Less: Unearned lease/Hire purchase income 457 705 457 705 @X€†"" 8,209 4,962 8,209 4,962 Less: Provision for individual impairment – – –– Provision for collective impairment 168 15 168 15 Sub total 8,041 4,947 8,041 4,947

32.3 (d) Movement in Provision for Individual Impairment on Lease/Hire Purchase Receivable Balance as at January 01, 54,317 50,100 54,317 50,100 Charge/(write back) to the income statement 13,004 15,773 13,004 15,773 Net write-off/(recoveries) during the year (6,211) (12,163) (6,211) (12,163) 3/%ST&S<>T – – – – Interest accrued on impaired loans and advances (3,268) (2,891) (3,268) (2,891) Other movements 3,119 3,498 3,119 3,498 Balance as at December 31, 60,961 54,317 60,961 54,317

32.3 (e) Movement in Provision for Collective Impairment on Lease/Hire Purchase Receivable Balance as at January 01, 789,654 589,113 789,653 589,113 Balance assumed on business combination 191,037 – – – Charge/(write back) to the income statement 783,494 324,052 766,169 324,052 Net write-off/(recoveries) during the year (699,652) (123,511) (699,652) (123,512) 3/%ST&S<>T – – – – Other movements – – – – Balance as at December 31, 1,064,533 789,654 856,170 789,653 Annual Report 2014 Commercial Bank of Ceylon PLC 327 FINANCIAL REPORTS

Notes to the Financial Statements

32.4 Loans Granted from Investment Fund Account (IFA) As per the guidelines issued by the Central Bank of Sri Lanka, Investment Fund Account was established effective from January 1, 2011 by &S/TS/=#U=^ ?&%'_&-/'_-=<=#&-/-<%#&`S$=&Q">- U!?&%=<=#&%>&=<"###-/"-=T%&`S>"-

As at December 31, 2014 2013 Rs. ’000 Rs. ’000

Balance in IFA(*) 5,126,108 4,838,694 Capital outstanding of loans granted from IFA - [ Refer Note 32.4 (a)] (4,377,318) (3,396,973) Amount Invested in Government Securities 748,790 1,441,721

(* ) The requirement to maintain the Investment Fund Account ceased with effect from October 1, 2014 as per the instructions issued by the Central Bank of Sri Lanka.

32.4. (a) Capital Outstanding of Loans Granted from Investment Fund Account

As at December 31, 2014 2013 Sector Interest Tenure Amount Pending Total Amount Pending Total Rates Outstanding Disbursement Outstanding Disbursement (A) (B) (A) + (B) (A) (B) (A) + (B) (%) (Years) Rs. ’000 Rs. ’000 Rs. ’000 Rs. ’000 Rs. ’000 Rs. ’000

(a) Cultivation of Plantation crops/ Agriculture crops 6.85 - 11.04 5 58,067 35,115 93,182 65,340 55,115 120,455 (b) Factory/Mills modernisation/ 3U=%)3/ 6.85 - 12.54 5 445,247 51,800 497,047 485,588 49,300 534,888 (c) Infrastructure Development 8.87 - 13.57 14.5 3,861,496 402,017 4,263,614 2,767,945 1,559,669 4,327,614 (d) Construction of Hotels and for related purposes 7.35 - 12.79 7 12,508 – 12,508 78,100 142,583 220,683 Capital Outstanding of the Loans granted 4,377,318 488,932 4,866,351 3,396,973 1,806,667 5,203,640 (e) Interest receivable 177,102 – 177,102 123,438 – 123,438 Carrying amount of the Loans granted 4,554,420 488,932 5,043,453 3,520,411 1,806,667 5,327,078 FINANCIAL REPORTS 328 Commercial Bank of Ceylon PLC Annual Report 2014

Notes to the Financial Statements

GROUP BANK As at December 31, 2014 2013 2014 2013 Amortised ]| Amortised Market Value Amortised ]| Amortised Market Value Cost Cost Cost Cost Rs. ’000 Rs. ’000 Rs. ’000 Rs. ’000 Rs. ’000 Rs. ’000 Rs. ’000 Rs. ’000

32.5 (a) Debentures Urban Development Authority (11% - 2015) 447,296 447,296 447,296 447,296 447,296 447,296 447,296 447,296 People’s Leasing & Finance PLC 738,654 738,654 541,589 541,589 738,654 738,654 541,589 541,589 Senkadagala Finance PLC 41,869 41,869 41,869 41,869 41,869 41,869 41,869 41,869 Singer (Sri Lanka) PLC 181,005 181,005 181,005 181,005 181,005 181,005 181,005 181,005 Central Finance PLC 277,872 277,872 273,078 273,078 277,872 277,872 273,078 273,078 Lion Brewery (Ceylon) PLC 815,073 815,073 1,031,658 1,031,658 815,073 815,073 1,031,658 1,031,658 Hayleys PLC 91,575 91,575 91,575 91,575 91,575 91,575 91,575 91,575 Singer Finance (Lanka) PLC 355,756 355,756 355,756 355,756 355,756 355,756 355,756 355,756 Nawaloka Hospitals PLC 237,167 237,167 237,256 237,256 237,167 237,167 237,256 237,256 Hemas Holdings PLC 54,048 54,048 72,319 72,319 54,048 54,048 72,319 72,319 Abans PLC 77,156 77,156 ––77,156 77,156 –– DFCC Bank 1,857,008 1,857,008 ––1,857,008 1,857,008 –– Richard Pieris & Company PLC 695,136 695,136 ––695,136 695,136 –– Softlogic Finance PLC 330,465 330,465 ––330,465 330,465 –– Lanka ORIX Leasing Company PLC 2,018,740 2,018,740 ––2,018,740 2,018,740 –– Mercantile Investments & Finance PLC 42,551 42,551 ––42,551 42,551 –– Orient Finance PLC 197,173 197,173 ––197,173 197,173 –– Sub total 8,458,544 8,458,544 3,273,401 3,273,401 8,458,544 8,458,544 3,273,401 3,273,401

-%UT#U<###=#<#=#TU=#<%U&T`

GROUP BANK As at December 31, 2014 2013 2014 2013 Amortised ]| Amortised Market Value Amortised ]| Amortised Market Value Cost Cost Cost Cost Rs. ’000 Rs. ’000 Rs. ’000 Rs. ’000 Rs. ’000 Rs. ’000 Rs. ’000 Rs. ’000

32.5 (b) Trust Certificates People’s Leasing Company PLC 644,356 644,356 629,717 629,717 644,356 644,356 629,717 629,717 LB Finance PLC ––297,415 297,415 ––297,415 297,415 Softlogic Finance PLC ––101,940 101,940 ––101,940 101,940 Assetline Leasing Company Ltd. 374,091 374,091 ––374,091 374,091 –– Richard Pieris Arpico Finance Ltd. 108,022 108,022 ––108,022 108,022 –– Sub total 1,126,469 1,126,469 1,029,072 1,029,072 1,126,469 1,126,469 1,029,072 1,029,072

32.5 (c) Corporate Bonds in Bangladesh Prize Bonds 1,040 1,040 1,040 1,040 1,040 1,040 1,040 1,040 Corporate Bonds ––73,501 73,501 ––73,501 73,501 Sub total 1,040 1,040 74,541 74,541 1,040 1,040 74,541 74,541 Annual Report 2014 Commercial Bank of Ceylon PLC 329 FINANCIAL REPORTS

Notes to the Financial Statements

32.6 Summary of Individually Impaired Loans and Receivables - Bank

As at December 31, 2014 2013 Individually Individual Individually Individual Impaired Loans Impairment Impaired Loans Impairment and Receivables and Receivables Rs. ’000 Rs. ’000 Rs. ’000 Rs. ’000

Loans and Advances Overdrafts 1,005,810 836,674 1,011,562 755,677 -# 531,495 393,998 495,877 355,102 Lease/hire purchase receivable 107,219 60,961 135,148 54,317 Credit cards –– –– Pawning 6,360 133 –– Staff loans –– –– Housing loans 24,041 5,632 23,456 4,182 Personal loans 2,368 1,697 2,148 1,476 Term loans 4,871,389 3,035,493 5,134,833 3,033,900 _==&/%S –– –– Securities purchased under resale agreements –– –– Total impaired loans and advances 6,548,682 4,334,588 6,803,024 4,204,654

Other Receivables Government securities –– –– Investments –– –– Total impaired other receivables –– –– Total impaired loans and receivables 6,548,682 4,334,588 6,803,024 4,204,654

33. Financial Investments – Available-for-Sale

GROUP BANK As at December 31, 2014 2013 2014 2013 Rs. ’000 Rs. ’000 Rs. ’000 Rs. ’000

Government securities 213,381,263 131,565,941 213,364,740 131,565,941 Government securities - Sri Lanka [Refer Note 33.1 (a)] 205,176,556 123,597,457 205,160,033 123,597,457 Government securities - Bangladesh [Refer Note 33.1 (b)] 8,204,707 7,968,484 8,204,707 7,968,484 Equity securities [Refer Notes 33.2 and 33.3] 230,313 190,584 230,189 190,584 Quoted shares - (At mark to market value) [Refer Notes 33.2 (a) & 33.3 (a)] 185,132 145,492 185,132 145,492 Unquoted shares - (At cost) [Refer Notes 33.2 (b) & 33.3 (b)] 45,181 45,092 45,057 45,092 Investment in Unit Trust [Refer Note 33.4] 613,441 – 613,441 – Total 214,225,017 131,756,525 214,208,370 131,756,525

There were no impairment losses on Financial investments – Available-for-Sale as at December 31, 2014 (2013 - Nil).

The maturity analysis of Financial investments – Available-for-Sale is given in Note 58. FINANCIAL REPORTS 330 Commercial Bank of Ceylon PLC Annual Report 2014

Notes to the Financial Statements

GROUP BANK As at December 31, 2014 2013 2014 2013 Rs. ’000 Rs. ’000 Rs. ’000 Rs. ’000

33.1 Government Securities 33.1 (a) Government Securities – Sri Lanka Treasury bills 48,112,556 81,782,640 48,096,033 81,782,640 Treasury bonds 150,113,050 39,902,375 150,113,050 39,902,375 Sri Lanka sovereign bonds 6,950,950 1,912,442 6,950,950 1,912,442 Sub total 205,176,556 123,597,457 205,160,033 123,597,457

33.1 (b) Government Securities – Bangladesh Treasury bills 736,146 – 736,146 – Treasury bonds 7,468,561 7,968,484 7,468,561 7,968,484 Sub total 8,204,707 7,968,484 8,204,707 7,968,484

33.2 (a) Equity Securities – As at December 31, 2014

GROUP BANK No. of Market Market Cost of No. of Market Market Cost of Shares Price | Investment Shares Price | Investment Rs. Rs. ’000 Rs. ’000 Rs. Rs. ’000 Rs. ’000

Sector/Type of Securities Quoted Shares: Bank, Finance and Insurance DFCC Bank PLC 3,496 219.00 766 155 3,496 219.00 766 155 Hatton National Bank PLC 11,760 194.90 2,292 315 11,760 194.90 2,292 315 Nations Trust Bank PLC 1,333 97.00 129 22 1,333 97.00 129 22 National Development Bank PLC 5,424 250.00 1,356 215 5,424 250.00 1,356 215 Sampath Bank PLC 3,714 236.30 878 72 3,714 236.30 878 72 Seylan Bank PLC 1,015 95.00 96 24 1,015 95.00 96 24 VISA Inc. 4,856 US$.262.20 168,259 – 4,856 US$.262.20 168,259 – Sub total 173,776 803 173,776 803

Manufacturing "=</' 714,200 15.90 11,356 9,999 714,200 15.90 11,356 9,999 Sub total 11,356 9,999 11,356 9,999 Total 185,132 10,802 185,132 10,802 Annual Report 2014 Commercial Bank of Ceylon PLC 331 FINANCIAL REPORTS

Notes to the Financial Statements

33.2 (b) Equity Securities - As at December 31, 2014

GROUP BANK No. of Market Market Cost of No. of Market Market Cost of Shares Price | Investment Shares Price | Investment Rs. Rs. ’000 Rs. ’000 Rs. Rs. ’000 Rs. ’000

Sector/Type of Securities Unquoted Shares: Bank, Finance and Insurance Central Depository of Bangladesh Ltd. 3,427,083 BDT 2.75 15,863 15,863 3,427,083 BDT 2.75 15,863 15,863 Credit Information Bureau of Sri Lanka 5,637 100.00 564 564 4,400 100.00 440 440 Fitch Ratings Lanka Ltd. 62,500 10.00 625 625 62,500 10.00 625 625 Lanka Clear (Pvt) Ltd. 1,000,000 10.00 10,000 10,000 1,000,000 10.00 10,000 10,000 Lanka Financial Service Bureau Ltd. 225,000 10.00 2,250 2,250 225,000 10.00 2,250 2,250 RAM Ratings ( Lanka ) Ltd. 689,590 12.50 8,620 8,620 689,590 12.50 8,620 8,620 Society for Worldwide Interbank Financial Telecommunication (SWIFT) 47 154,446.00 7,259 7,259 47 154,446.00 7,259 7,259 Total 45,181 45,181 45,057 45,057

33.2 (c) Sector/Industry Composition of the Equity Securities – As at December 31, 2014

GROUP BANK Market Cost of Market Cost of | Investment | Investment Rs. ’000 Rs. ’000 Rs. ’000 Rs. ’000

Sector/Industry Bank, Finance and Insurance 218,957 45,984 218,833 45,860 Manufacturing 11,356 9,999 11,356 9,999 Total 230,313 55,983 230,189 55,859

33.3 (a) Equity Securities – As at December 31, 2013

GROUP BANK No. of Market Market Cost of No. of Market Market Cost of Shares Price Value Investment Shares Price Value Investment Rs. Rs. ’000 Rs. ’000 Rs. Rs. ’000 Rs. ’000

Sector/Type of Securities Quoted Shares Bank, Finance and Insurance DFCC Bank PLC 3,496 129.00 451 155 3,496 129.00 451 155 Hatton National Bank PLC 11,760 147.00 1,729 315 11,760 147.00 1,729 315 Nations Trust Bank PLC 1,333 62.20 83 22 1,333 62.20 83 22 National Development Bank PLC 5,424 160.50 871 215 5,424 160.50 871 215 Sampath Bank PLC 3,714 171.90 638 72 3,714 171.90 638 72 Seylan Bank PLC 1,015 64.20 65 24 1,015 64.20 65 24 US$. VISA Inc. 4,856 US$. 222.68 141,655 – 4,856 222.68 141,655 – Total 145,492 803 145,492 803 FINANCIAL REPORTS 332 Commercial Bank of Ceylon PLC Annual Report 2014

Notes to the Financial Statements

GROUP BANK No. of Market Market Cost of No. of Market Market Cost of Shares Price Value Investment Shares Price Value Investment Rs. Rs. ’000 Rs. ’000 Rs. Rs. ’000 Rs. ’000

33.3 (b) Equity Securities – As at December 31, 2013 Sector/Type of Securities Unquoted Shares: Bank, Finance and Insurance Central Depository of Bangladesh Ltd. 3,427,083 Taka 2.75 15,898 15,898 3,427,083 Taka 2.75 15,898 15,898 Credit Information Bureau of Sri Lanka 4,400 100.00 440 440 4,400 100.00 440 440 Fitch Ratings Lanka Ltd. 62,500 10.00 625 625 62,500 10.00 625 625 Lanka Clear (Pvt) Ltd. 1,000,000 10.00 10,000 10,000 1,000,000 10.00 10,000 10,000 Lanka Financial Service Bureau Ltd. 225,000 10.00 2,250 2,250 225,000 10.00 2,250 2,250 RAM Ratings (Lanka) Ltd. 689,590 12.50 8,620 8,620 689,590 12.50 8,620 8,620 Society for Worldwide Interbank Financial Telecommunication (SWIFT) 47 154,446.00 7,259 7,259 47 154,446.00 7,259 7,259 Total 45,092 45,092 45,092 45,092

33.3 (c) Sector/Industry composition of the Equity Securities – As at December 31, 2013

GROUP BANK Market Cost of Market Cost of Value Investment Value Investment Rs. ’000 Rs. ’000 Rs. ’000 Rs. ’000

Sector/Industry Bank Finance and Insurance 190,584 45,895 190,584 45,895 Total 190,584 45,895 190,584 45,895

33.4 Investment in Unit Trust – As at December 31, 2014

GROUP BANK Market Cost of Market Cost of | Investment | Investment Rs. ’000 Rs. ’000 Rs. ’000 Rs. ’000

Sector/Industry +,$' Capital Alliance Investment Ltd. 613,441 613,441 613,441 613,441 Total 613,441 613,441 613,441 613,441

(2013 - Nil) Annual Report 2014 Commercial Bank of Ceylon PLC 333 FINANCIAL REPORTS

Notes to the Financial Statements

34. Investments in Subsidiaries

GROUP BANK As at December 31, 2014 2013 2014 2013 Holding Cost ]|€ Cost Market Value/ Cost ]|€ Cost Market Value/ Directors’ Directors’ Directors’ Directors’ | Valuation | Valuation % Rs. ’000 Rs. ’000 Rs. ’000 Rs. ’000 Rs. ’000 Rs. ’000 Rs. ’000 Rs. ’000

Local Subsidiaries: Quoted: Commercial Development Company PLC 94.55 –––– 274,393 1,145,916 274,393 752,220 (11,345,705 Ordinary Shares) (@ Rs. 101.00) (@ Rs. 66.30) (11,345,705 Ordinary Shares as at December 31, 2013)

Unquoted: ONEzero Company Ltd. 100 –––– 5,000 5,000 5,000 5,000 (500,001 Ordinary Shares) (@ Rs. 10.00) (@ Rs. 10.00) (500,001 Ordinary Shares as at December 31, 2013)

Indra Finance Ltd. 100 ––––916,046 916,046 –– (21,600,000 Ordinary Shares) (2013 - Nil)

Foreign Subsidiary: Unquoted: /Q$`$‚ (Incorporated in Italy) (*) 100 ––––129,928 15,561 95,133 9,553 Gross Total ––––1,325,367 2,082,523 374,526 766,773 Less: Provision for impairment [Refer Note 34.1] –––– (114,367) – (85,580) – Net Total ––––1,211,000 2,082,523 288,946 766,773

(*) -%_`>##==>#<%#T&%/<#<&=>U& =S%_`‹I=$"==S%TU#ŒU@>-&# /#=#<S

As set out above, the Bank does not have any subsidiaries with material non-controlling interest. Accordingly, no additional disclosures have been made as required by the SLFRS 12 on ‘Disclosure of Interest in Other Entities’.

34.1 Movement in Provision for Impairment o/a Subsidiaries during the Year

GROUP BANK 2014 2013 2014 2013 Rs. ’000 Rs. ’000 Rs. ’000 Rs. ’000

Balance as at January 01, – – 85,580 71,396 Charge/(Write back) to the Income Statement [Refer Note 17] – – 28,787 14,184 Balance as at December 31, – – 114,367 85,580

34.2 Acquisition of Subsidiary As per the Financial Sector Consolidation Road Map of the Central Bank of Sri Lanka, on September 01, 2014, the Bank acquired 100% ownership of Indra Finance Ltd., a Licensed Finance Company registered with the Central Bank of Sri Lanka for a total purchase consideration of Rs. 916.046 Mn. The Bank obtained all relevant regulatory approvals prior to acquisition of this Company. FINANCIAL REPORTS 334 Commercial Bank of Ceylon PLC Annual Report 2014

Notes to the Financial Statements

34.2.1 Consideration Transferred -=<%##UT^#%&&%

34.2.2 Identifiable Assets Acquired and Liabilities Assumed The recognised amounts of assets acquired and liabilities assumed of Indra Finance Ltd. as at the date of acquisition were as follows:

Fair Value Recognised on Acquisition Rs. ’000

Cash and cash equivalents 24,576 Government Securities 17,618 Financial investments – Available-for-sale 124 Property, plant & equipment and intangible assets (net) [Refer Notes 36.1 and 37.1] 207,504 Loans and receivables to other customers 1,652,134 Other assets 24,355 Sub Total 1,926,311

Due to banks (1,038,736) </=U=‚&‘ (7,200) Subordinated liabilities [Refer Note 49] (215,000) Provision for gratuity payable [Refer Note 47.1 (b)] (1,977) D&#/=U=‚&‘ (47,292) Other liabilities (100,105) Sub Total (1,410,310)

ˆ"* 516,001

Fair value of the land and buildings acquired was obtained using the valuations carried out by an independent professional valuer.

34.2.3 Goodwill }#^==S&%]<%US#%/&%#&#T%#U= acquired and liabilities assumed.

Rs. ’000

Consideration transferred [Refer Note 34.2] 916,046 IT=<&#U=%#&]<‚&‘ (516,001) Goodwill [Refer Note 37] 400,045

34.2.4 Cost of acquisition of the subsidiary, net of cash acquired

GROUP BANK Rs. ’000 Rs. ’000

Purchase consideration transferred [Refer Note 34.2] 916,046 916,046 Cash and cash equivalents acquired on business combination [Refer Note 34.2.2] (24,576) – Cost of acquisition of the subsidiary, net of cash acquired 891,470 916,046 Annual Report 2014 Commercial Bank of Ceylon PLC 335 FINANCIAL REPORTS

Notes to the Financial Statements

35. Investments in Associates

GROUP BANK As at December 31, 2014 2013 2014 2013 Holding Cost ]|€ Cost Market Value/ Cost ]|€ Cost Market Value/ Directors’ Directors’ Directors’ Directors’ | Valuation | Valuation % Rs. ’000 Rs. ’000 Rs. ’000 Rs. ’000 Rs. ’000 Rs. ’000 Rs. ’000 Rs. ’000

Unquoted: Equity Investments Lanka Ltd. 22.92 44,331 72,134 44,331 60,411 44,331 72,134 44,331 60,411 (4,110,938 Ordinary Shares) (4,110,938 Ordinary Shares as at December 31, 2013) "##$%& applicable to the Bank: Balance as at January 01, 16,080 18,380 Current year’s share of )=&/ 5,108 1,911 Other comprehensive income, &/ 6,615 (2,132) Less: Dividend received during the year – (2,079) <>Œ# 11,723 (2,300) Balance as at December 31, 27,803 16,080 Total 72,134 72,134 60,411 60,411 44,331 72,134 44,331 60,411

Commercial Insurance Brokers (Pvt) Ltd. 18.91 100 34,153 100 33,762 –––– (120,000 Ordinary Shares) (120,000 Ordinary Shares as at December 31, 2013) "##$%&=U= to the Bank: Balance as at January 01, 33,662 30,901 Current year’s share of &/ 1,455 3,374 Other comprehensive income, &/ (213) – Less: Dividend received during the year (851) (613) <>Œ# 391 2,761 Balance as at December 31, 34,053 33,662 Total 34,153 34,153 33,762 33,762 ––––

Total value of Investments in unquoted associates at carrying value on equity basis 106,287 94,173 44,331 44,331 Less: provision for impairment – – – – Net Total 106,287 94,173 44,331 44,331 =]|€ Z| Investments in Associates 106,287 94,173 72,134 60,411

The Group recognises the share of net assets of the associates under the Equity Method to arrive at the Directors’ valuation. The maturity analysis of Investments in Associates is given in Note 58. FINANCIAL REPORTS 336 Commercial Bank of Ceylon PLC Annual Report 2014

Notes to the Financial Statements

36. Property, Plant & Equipment 36.1 Group – 2014

Freehold Freehold Leasehold Computer Motor H& Capital Total Total Land Buildings Buildings Equipment Vehicles Equipment - Work-in- 2014 2013 Furniture & Progress I/< Rs. ’000 Rs. ’000 Rs. ’000 Rs. ’000 Rs.’000 Rs. ’000 Rs. ’000 Rs. ’000 Rs. ’000

€| Balance as at January 01, 3,554,398 2,230,019 838,626 3,388,112 331,862 3,854,867 251,163 14,449,047 13,749,615 Property, Plant & Equipment acquired on business combination 86,000 91,000 – 9,473 12,341 17,354 – 216,168 – Additions during the year 52,399 3,558 – 273,961 81,407 503,955 205,302 1,120,582 959,019 Transfer of accumulated depreciation on assets revalued – (206,238) (37,634) – – – – (243,872) – Surplus on revaluation of property 1,190,476 431,013 191,268 – – – – 1,812,757 – Disposals during the year – – (134) (147,082) (97,746) (246,935) – (491,897) (281,871) 3/%ST – – – (254) (102) (3,217) – (3,573) 24,210 Transfers/adjustments – – – (5,491) – 5,491 (48,260) (48,260) (1,926) Balance as at December 31, 4,883,273 2,549,352 992,126 3,518,719 327,762 4,131,515 408,205 16,810,952 14,449,047

Accumulated Depreciation and Impairment Losses Balance as at January 01, – 136,854 49,119 2,558,152 236,022 2,293,675 – 5,273,822 4,802,734 Accumulated depreciation assumed on business combination – – – 4,725 6,728 5,615 – 17,068 – Charge for the year [Refer Note 19] – 69,992 22,884 306,632 41,090 646,577 – 1,087,175 717,583 Impairment loss ––––––– – – Transfer of accumulated depreciation on assets revalued – (206,238) (37,634) – – – – (243,872) – Disposals during the year – – – (144,656) (78,560) (233,146) – (456,362) (261,555)

3/%ST – – – (207) (87) (1,446) – (1,740) 15,119 Transfers/adjustments – – – (5,359) – 5,359 – – (59) Balance as at December 31, – 608 34,369 2,719,287 205,193 2,716,634 – 5,676,091 5,273,822

Net book value as at December 31, 2014 4,883,273 2,548,744 957,757 799,432 122,569 1,414,881 408,205 11,134,861

Net book value as at December 31, 2013 3,554,398 2,093,165 789,507 829,960 95,840 1,561,192 251,163 9,175,225 Annual Report 2014 Commercial Bank of Ceylon PLC 337 FINANCIAL REPORTS

Notes to the Financial Statements

36.2 Group – 2013

Freehold Freehold Leasehold Computer Motor H& Capital Total Total Land Buildings Buildings Equipment Vehicles Equipment - Work-in- 2013 2012 Furniture & Progress I/< Rs. ’000 Rs. ’000 Rs. ’000 Rs. ’000 Rs. ’000 Rs. ’000 Rs. ’000 Rs. ’000 Rs. ’000

€| Balance as at January 01, 3,502,740 2,209,630 838,626 3,170,031 367,490 3,542,095 119,003 13,749,615 12,719,314 Additions during the year 51,658 20,389 – 348,577 20,858 384,674 132,863 959,019 1,260,079 Surplus on revaluation of property – – – – – – – – 192,237 Disposals during the year – – – (137,017) (58,843) (86,011) – (281,871) (396,409) 3/%ST – – – 6,580 2,357 13,874 1,399 24,210 58,524 Transfers/adjustments – – – (59) – 235 (2,102) (1,926) (84,130) Balance as at December 31, 3,554,398 2,230,019 838,626 3,388,112 331,862 3,854,867 251,163 14,449,047 13,749,615

Accumulated Depreciation and Impairment Losses Balance as at January 01, – 67,722 146,515 2,351,033 236,328 2,001,136 – 4,802,734 4,216,103 Charge for the year [Refer Note 19] – 69,132 (97,396) 337,730 48,169 359,948 – 717,583 942,765 Impairment loss ––––––– – – Disposals during the year – – – (136,262) (50,221) (75,072) – (261,555) (336,079) 3/%ST – – – 5,710 1,746 7,663 – 15,119 31,849 Transfers/adjustments – – – (59) – – – (59) (51,904) Balance as at December 31, – 136,854 49,119 2,558,152 236,022 2,293,675 – 5,273,822 4,802,734

Net book value as at December 31, 2013 3,554,398 2,093,165 789,507 829,960 95,840 1,561,192 251,163 9,175,225

Net book value as at December 31, 2012 3,502,740 2,141,908 692,111 818,998 131,162 1,540,959 119,003 8,946,881

There were no capitalised borrowing cost related to the acquisition of property, plant & equipment during the year 2014 (2013 - Nil).

The carrying amount of Group’s revalued assets that would have been included in the Financial Statements had the assets been carried at cost less depreciation/amortisation is as follows:

As at December 31, 2014 2013 Cost Accumulated Net Book Cost Accumulated Net Book Depreciation | Depreciation Value Rs. ’000 Rs. ’000 Rs. ’000 Rs. ’000 Rs. ’000 Rs. ’000

Class of Asset Freehold land 711,720 – 711,720 608,588 – 608,588 Freehold buildings 1,080,035 298,287 781,748 1,027,212 269,653 757,559 Leasehold buildings 259,625 144,490 115,135 259,759 136,567 123,192 Total 2,051,380 442,777 1,608,603 1,895,559 406,220 1,489,339 FINANCIAL REPORTS 338 Commercial Bank of Ceylon PLC Annual Report 2014

Notes to the Financial Statements

36.3 Bank – 2014

Freehold Freehold Leasehold Computer Motor H& Capital Total Total Land Buildings Buildings Equipment Vehicles Equipment - Work-in- 2014 2013 Furniture & Progress I/< Rs. ’000 Rs. ’000 Rs. ’000 Rs. ’000 Rs. ’000 Rs. ’000 Rs. ’000 Rs. ’000 Rs. ’000

€| Balance as at January 01, 3,554,398 2,230,019 104,625 3,383,183 146,484 3,851,453 229,365 13,499,527 12,747,986 Additions during the year 52,399 3,558 – 273,109 637 485,307 205,302 1,020,312 958,204 Transfer of accumulated depreciation on assets revalued – (206,238) – – – – – (206,238) – Surplus on revaluation of property 1,190,476 431,013 – – – – – 1,621,489 – Disposals during the year – – – (146,255) (17,972) (246,316) – (410,543) (227,463) 3/%ST – – – (254) (102) (648) – (1,004) 22,726 Transfers/adjustments – – – (5,491) – 5,491 (30,448) (30,448) (1,926) Balance as at December 31, 4,797,273 2,458,352 104,625 3,504,292 129,047 4,095,287 404,219 15,493,095 13,499,527

Accumulated Depreciation and Impairment Losses Balance as at January 01, – 136,854 30,769 2,555,449 97,087 2,292,024 – 5,112,183 4,526,868 Charge for the year [Refer Note 19] – 69,384 3,599 305,358 17,945 630,444 – 1,026,730 786,024 Impairment loss ––––––– – – Transfer of accumulated depreciation on assets revalued – (206,238) – – – – – (206,238) – Disposals during the year – – – (143,926) (15,484) (232,568) – (391,978) (215,769) 3/%ST – – – (207) (87) (399) – (693) 15,119 Transfers/adjustments – – – (5,359) – 5,359 – – (59) Balance as at December 31, – – 34,368 2,711,315 99,461 2,694,860 – 5,540,004 5,112,183

Net book value as at December 31, 2014 4,797,273 2,458,352 70,257 792,977 29,586 1,400,427 404,219 9,953,091

Net book value as at December 31, 2013 3,554,398 2,093,165 73,856 827,734 49,397 1,559,429 229,365 8,387,344 Annual Report 2014 Commercial Bank of Ceylon PLC 339 FINANCIAL REPORTS

Notes to the Financial Statements

36.4 Bank – 2013

Freehold Freehold Leasehold Computer Motor H& Capital Total Total Land Buildings Buildings Equipment Vehicles Equipment - Work-in- 31.12.2013 31.12.2012 Furniture & Progress I/< Rs. ’000 Rs. ’000 Rs. ’000 Rs. ’000 Rs. ’000 Rs. ’000 Rs. ’000 Rs. ’000 Rs. ’000

€| Balance as at January 01, 3,502,740 2,209,630 104,625 3,165,537 127,704 3,539,146 98,604 12,747,986 11,793,172 Additions during the year 51,658 20,389 – 348,142 20,858 384,294 132,863 958,204 1,197,639 Disposals during the year – – – (137,017) (4,435) (86,011) – (227,463) (266,664) 3/%ST – – – 6,580 2,357 13,789 – 22,726 55,788 Transfers/adjustments – – – (59) – 235 (2,102) (1,926) (31,949) Balance as at December 31, 3,554,398 2,230,019 104,625 3,383,183 146,484 3,851,453 229,365 13,499,527 12,747,986

Accumulated Depreciation and Impairment Losses Balance as at January 01, – 67,722 27,170 2,348,915 83,297 1,999,764 – 4,526,868 3,886,142 Charge for the year [Refer Note 19] – 69,132 3,599 337,145 16,479 359,669 – 786,024 859,675 Impairment loss ––––––– – – Disposals during the year – – – (136,262) (4,435) (75,072) – (215,769) (251,075) 3/%ST – – – 5,710 1,746 7,663 – 15,119 31,849 Transfers/adjustments – – – (59) – – – (59) 277 Balance as at December 31, – 136,854 30,769 2,555,449 97,087 2,292,024 – 5,112,183 4,526,868

Net book value as at December 31, 2013 3,554,398 2,093,165 73,856 827,734 49,397 1,559,429 229,365 8,387,344

Net book value as at December 31, 2012 3,502,740 2,141,908 77,455 816,622 44,407 1,539,382 98,604 8,221,118

There were no capitalised borrowing costs related to the acquisition of property, plant & equipment during the year 2014 (2013 - Nil).

The carrying amount of Bank’s revalued assets that would have been included in the Financial Statements had the assets been carried at cost less depreciation/amortisation is as follows:

As at December 31, 2014 2013 Cost Accumulated Net Book Cost Accumulated Net Book Depreciation | Depreciation Value Rs. ’000 Rs. ’000 Rs. ’000 Rs. ’000 Rs. ’000 Rs. ’000

Class of Asset Freehold land 660,987 – 660,987 608,588 – 608,588 Freehold buildings 1,030,770 295,422 735,348 1,027,212 269,653 757,559 Leasehold buildings 102,726 41,005 61,721 102,726 38,437 64,289 Total 1,794,483 336,427 1,458,056 1,738,526 308,090 1,430,436

The maturity analysis of Property, Plant & Equipment is given in Note 58. FINANCIAL REPORTS 340 Commercial Bank of Ceylon PLC Annual Report 2014

Notes to the Financial Statements

36.5 (a) Information on Freehold Land and Buildings of the Bank - Extents and Locations "]<#U>‚<=T&%‹<SS‚]<Œ&%=U$`3/%S‘

Location 3/ Buildings Revalued Revalued Net Book Net Book (Perches) (Square Amounts Amounts Value/ Value before Feet) Land Buildings Revalued Revaluation Rs. ’000 Rs. ’000 Rs. ’000 Rs. ’000

CEO’s Bungalow - No. 27, Queens Road, Colombo 3 64 5,616 544,850 15,150 560,000 421,459 Holiday Bungalow - Bandarawela Ambatenne Estate, Bandarawela 423 5,649 56,700 11,400 68,100 61,436 Holiday Bungalow - Haputale No. 23, Lily Avenue, Welimada Road, Haputale 258 5,662 30,900 15,300 46,200 38,713

++ Battaramulla - No. 213, Kaduwela Road, Battaramulla 14 11,216 52,500 87,375 139,875 79,866 Battaramulla - No. 213, Kaduwela Road, Battaramulla 13 Bare Land 50,000 – 50,000 52,399 Borella - No. 92, D.S. Senanayake Mawatha, Borella, Colombo 8 16 16,880 156,300 198,700 355,000 126,331 Chilaw - No. 44, Colombo Road, Chilaw 35 9,420 63,522 38,000 101,522 126,541 Galewela - No. 49/57, Matale Road, Galewela 99 18,472 22,275 15,225 37,500 32,012 Galle City - No. 130, Main Street, Galle 7 3,675 40,500 8,269 48,769 40,277 Galle Fort - No. 22, Church Street, Fort, Galle 100 11,625 210,000 40,000 250,000 146,256 Gampaha - No. 51, Queen Mary’s Road, Gampaha 33 4,685 57,575 10,541 68,116 61,463 Hikkaduwa - No. 217, Galle Road, Hikkaduwa 37 6,713 26,370 24,608 50,978 37,518 Ja-Ela - No. 140, Negombo Road, Ja-Ela 13 7,468 29,000 21,000 50,000 38,741 Jaffna - No. 474, Hospital Road, Jaffna 77 5,146 581,000 19,000 600,000 283,456 Kandy - No. 120, Kotugodella Veediya, Kandy 45 44,500 354,000 231,000 585,000 549,953 Kegalle - No. 186, Main Street, Kegalle 85 2,650 128,000 7,000 135,000 121,300 Keyzer Street - No. 32, Keyzer Street, Colombo 11 7 6,100 56,000 26,000 82,000 68,128 Kollupitiya - No. 285, Galle Road, Colombo 3 17 16,254 115,000 65,000 180,000 158,283 Kotahena - No. 198, George R. De Silva Mawatha, Kotahena, Colombo 13 28 26,722 140,000 207,400 347,400 314,958 Kurunegala - No. 4, Suratissa Mawatha, Kurunegala 50 9,821 199,325 34,675 234,000 218,636 Maharagama - No. 154, High Level Road, Maharagama 18 8,440 53,250 31,750 85,000 101,015 Matale - No. 70, King Street, Matale 51 8,596 75,000 60,000 135,000 117,358 Matara - No. 18, Station Road, Matara 37 8,137 50,695 25,291 75,986 50,470 Minuwangoda - No. 42, Siriwardena Mawatha, Minuwangoda 25 5,550 31,250 17,690 48,940 71,655 Mutwal - No. 160, St. James Street, Colombo 15 17 Bare Land 34,000 – 34,000 22,300 Narahenpita - No. 201, Kirula Road, Narahenpita, Colombo 5 22 11,193 132,300 87,700 220,000 162,939 Narammala - No. 55, Negombo Road, Narammala 42 5,353 53,391 16,609 70,000 58,843 Negombo - No. 24, 26, Fernando Avenue, Negombo 37 11,360 73,000 31,000 104,000 73,940 Nugegoda - No. 100, Stanley Thilakaratne Mawatha, Nugegoda 39 11,150 156,000 41,000 197,000 234,221 Nuwara Eliya - No. 36, Buddhajayanthi Mawatha, Nuwara-Eliya 42 10,184 82,000 71,000 153,000 135,834 Panadura - No. 375, Galle Road, Panadura 12 6,168 30,750 40,090 70,840 35,236 PettahQ'=Œ'`$%S=/=U – 3,147 – 58,000 58,000 45,723 Pettah - StoresQ'=Œ'`$%S=/=U – 225 – 4,800 4,800 3,521 Pettah - Main Street - No. 280, Main Street, Pettah, Colombo 11 20 22,760 280,000 69,299 349,299 238,670 Trincomalee - No. 474, Power House Road, Trincomalee 100 Bare Land 90,300 – 90,300 75,000 Union Place - No. 1, Union Place, Colombo 2 30 63,385 450,000 750,000 1,200,000 936,148 _+ - No. 343, Galle Road, Colombo 6 45 15,050 249,520 50,480 300,000 235,222 _+ - No. 262, 264, Colombo Road, Wennappuwa 36 9,226 42,000 28,000 70,000 58,315 Total 4,797,273 2,458,352 7,255,625 5,634,136 Annual Report 2014 Commercial Bank of Ceylon PLC 341 FINANCIAL REPORTS

Notes to the Financial Statements

36.5 (b) Information on Valuations of Freehold Land and Buildings of the Bank "]<#U>‚<=T&%‹<SS‚]<Œ&%=U$`3/%S#%$I‚$ ‘Fair Value Measurement’]

Date of Valuation: December 31, 2014

Name of Professional @%#&=<#$S Range of Estimates Net Book Value before Revalued Amount of Revaluation Gain/(Loss) Valuer/Location and Unobservable Inputs for Unobservable Revaluation of Recognised on Address Inputs Land Buildings Land Buildings Land Buildings Rs. ’000 Rs. ’000 Rs. ’000 Rs. ’000 Rs. ’000 Rs. ’000 q_j_q_/_j Chilaw Market comparable method 61,750 64,791 63,522 38,000 1,772 (26,791) No. 44,  Price per perch for land Rs. 1,800,000 p.p. Colombo Road,  Price per square foot for building Rs. 4,250 p.sq.ft. Chilaw  Depreciation rate 5% Gampaha Market comparable method 51,658 9,805 57,575 10,541 5,917 736 No. 51, Queen Mary’s  Price per perch for land Rs. 1,750,000 p.p. Road Gampaha  Price per square foot for building Rs. 3,750 p.sq.ft.  Depreciation rate 40% Minuwangoda Market comparable method 37,500 34,155 31,250 17,690 (6,250) (16,465) No. 42, Siriwardena  Price per perch for land Rs. 1,250,000 p.p. Mw., Minuwangoda  Price per square foot for building Rs. 4,250 p.sq.ft.  Depreciation rate 25%

Mr. K.C.B. Condegama Maharagama Market comparable method 62,125 38,890 53,250 31,750 (8,875) (7,140) No. 154, Highlevel  Price per perch for land Rs. 3,000,000 p.p. Road, Maharagama  Price per square foot for building Rs. 3,750 p.sq.ft. Nugegoda Market comparable method 195,000 39,221 156,000 41,000 (39,000) 1,779 No. 100, Stanley  Price per perch for land Rs. 4,000,000 p.p. Thilakaratne Mw.,  Nugegoda Price per square foot for building Rs. 3,800 p.sq.ft. _+ Market comparable method 204,100 31,122 249,520 50,480 45,420 19,358 No. 343, Galle Road,  Price per perch for land Rs. 5,000,000 to Colombo 6 Rs. 6,000,000 p.p.  Price per square foot for building Rs. 3,800 p.sq.ft.

Mr. P.B. Kalugalagedara Keyzer Street Market comparable method 45,000 23,128 56,000 26,000 11,000 2,872 No. 32, Keyzer Street,  Price per perch for land Rs. 7,500,000 p.p. Colombo 11  Price per square foot for building Rs. 500 to Rs. 6,000 p.sq.ft. Kollupitiya Market comparable method 100,000 58,283 115,000 65,000 15,000 6,717 No. 285, Galle Road,  Price per perch for land Rs. 7,500,000 p.p. Colombo 3  Price per square foot for building Rs. 1,250 to Rs. 5,000 p.sq.ft. FINANCIAL REPORTS 342 Commercial Bank of Ceylon PLC Annual Report 2014

Notes to the Financial Statements

Name of Professional @%#&=<#$S Range of Estimates Net Book Value before Revalued Amount of Revaluation Gain/(Loss) Valuer/Location and Unobservable Inputs for Unobservable Revaluation of Recognised on Address Inputs Land Buildings Land Buildings Land Buildings Rs. ’000 Rs. ’000 Rs. ’000 Rs. ’000 Rs. ’000 Rs. ’000

Kotahena Market comparable method 110,000 204,958 140,000 207,400 30,000 2,442 No. 198, George R.  Price per perch for land Rs. 5,000,000 p.p. De Silva Mw.,  Price per square foot for building Rs. 1,000 to Kotahena, Rs. 7,750 p.sq.ft. Colombo 13 Mutwal Market comparable method 22,300 – 34,000 – 11,700 – No. 160, St. James  Price per perch for land Rs. 2,000,000 p.p. Street, Colombo 15 q___" Battaramulla Market comparable method 24,518 55,348 52,500 87,375 27,982 32,027 No. 213, Kaduwela  Price per perch for land Rs. 3,750,000 p.p. Road, Battaramula  Price per square foot for building Rs. 7,500 p.sq.ft. Battaramulla Market comparable method 52,399 – 50,000 – (2,399) – No. 213, Kaduwela  Price per perch for land Rs. 3,750,000 p.p. Road, Battaramula Panadura Market comparable method 18,450 16,787 30,750 40,090 12,300 23,303 No. 375, Galle Road,  Price per perch for land Rs. 2,500,000 p.p. Panadura  Price per square foot for building Rs. 6,500 p.sq.ft. q____$ Galle City Market comparable method 33,750 6,527 40,500 8,269 6,750 1,742 No. 130, Main Street,  Price per perch for land Rs. 6,000,000 p.p. Galle  Price per square foot for building Rs. 2,250 p.sq.ft. Galle Fort Market comparable method 100,000 46,256 210,000 40,000 110,000 (6,256) No. 22, Church  Price per perch for land Rs. 2,100,000 p.p. Street, Fort, Galle  Price per square foot for building Rs. 3,440 p.sq.ft. Hikkaduwa Market comparable method 16,740 20,778 26,370 24,608 9,630 3,830 No. 217, Galle Road,  Price per perch for land Rs. 500,000 to Hikkaduwa Rs. 850,000 p.p.  Price per square foot for building Rs. 2,750 to Rs. 3,500 p.sq.ft. Matara Market comparable method 28,154 22,315 50,695 25,291 22,541 2,976 No. 18, Station Road,  Price per perch for land Rs. 750,000 to Matara Rs. 1,750,000 p.p.  Price per square foot for building Rs. 2,750 to Rs. 3,500 p.sq.ft. Trincomalee Market comparable method 75,000 – 90,300 – 15,300 – No. 474, Power  Price per perch for land Rs. 900,000 p.p. House Road, Trincomalee Annual Report 2014 Commercial Bank of Ceylon PLC 343 FINANCIAL REPORTS

Notes to the Financial Statements

Name of Professional @%#&=<#$S Range of Estimates Net Book Value before Revalued Amount of Revaluation Gain/(Loss) Valuer/Location and Unobservable Inputs for Unobservable Revaluation of Recognised on Address Inputs Land Buildings Land Buildings Land Buildings Rs. ’000 Rs. ’000 Rs. ’000 Rs. ’000 Rs. ’000 Rs. ’000 q__=_ Jaffna Investment method 272,135 11,321 581,000 19,000 308,865 7,679 No. 474, Hospital  Gross Monthly Rental Rs. 7,500,000 p.m. Road, Jaffna  Years purchase 10 (Present value of 1 unit per period)  Void period 2 months p.a. q__$ Holiday Bungalow - Market comparable method 51,400 10,036 56,700 11,400 5,300 1,364 Bandarawela  Price per perch for land Rs. 50,000 to Ambatenne Estate, Rs. 200,000 p.p. Bandarawela  Price per square foot for building Rs. 3,750 to Rs. 4,500 p.sq.ft.  Depreciation rate 50% Holiday Bungalow - Market comparable method 25,700 13,013 30,900 15,300 5,200 2,287 Haputale  Price per perch for land Rs. 150,000 p.p. No. 23, Lily Avenue,  Price per square foot for building Rs. 3,250 to Welimada Road, Rs. 6,500 p.sq.ft. Haputale  Depreciation rate 20% to 55% Kandy Market comparable method 342,000 207,953 354,000 231,000 12,000 23,047 No. 120, Kotugodella  Price per perch for land Rs. 8,500,000 p.p. Veediya, Kandy  Price per square foot for building Rs. 5,750 to Rs. 9,500 p.sq.ft.  Depreciation rate 30% & 35% Kegalle Market comparable method 115,000 6,300 128,000 7,000 13,000 700 No.186, Main Street,  Price per perch for land Rs. 1,000,000 to Kegalle Rs. 2,500,000 p.p.  Price per square foot for building Rs. 5,500 p.sq.ft.  Depreciation rate 50% Matale Market comparable method 60,000 57,358 75,000 60,000 15,000 2,642 No. 70, King Street,  Price per perch for land Rs. 1,500,000 p.p. Matale  Price per square foot for building Rs. 8,750 p.sq.ft.  Depreciation rate 20% Nuwara-Eliya Market comparable method 72,000 63,834 82,000 71,000 10,000 7,166 No. 36/3, Buddha  Price per perch for land Rs. 1,000,000 to Jayanthi Mawatha, Rs. 2,000,000 p.p. Nuwara-Eliya  Price per square foot for building Rs. 8,750 p.sq.ft.  Depreciation rate 20% FINANCIAL REPORTS 344 Commercial Bank of Ceylon PLC Annual Report 2014

Notes to the Financial Statements

Name of Professional @%#&=<#$S Range of Estimates Net Book Value before Revalued Amount of Revaluation Gain/(Loss) Valuer/Location and Unobservable Inputs for Unobservable Revaluation of Recognised on Address Inputs Land Buildings Land Buildings Land Buildings Rs. ’000 Rs. ’000 Rs. ’000 Rs. ’000 Rs. ’000 Rs. ’000 q_/, Borella Market comparable method 70,335 55,996 156,300 198,700 85,965 142,704 No. 92,  Price per perch for land Rs. 10,000,000 p.p. D.S. Senanayake Mw.,  Price per square foot for building Rs. 11,000 p.sq.ft. Colombo 08. CEO’s Bungalow Market comparable method 416,650 4,809 544,850 15,150 128,200 10,341 No. 27, Queens Road,  Price per perch for land Rs. 8,500,000 p.p. Colombo 03  Price per square foot for building Rs. 2,750 p.sq.ft. Narahenpita Market comparable method 99,225 63,714 132,300 87,700 33,075 23,986 No. 201, Kirula Road,  Price per perch for land Rs. 6,000,000 p.p. Narahenpita,  Price per square foot for building Rs. 7,850 p.sq.ft. Colombo 05 Pettah-Main Street Market comparable method 169,370 69,299 280,000 69,299 110,630 – No. 280,  Price per perch for land Rs. 14,000,000 p.p. Main Street, Pettah, Colombo 11 Union Place Market comparable method 360,000 576,148 450,000 750,000 90,000 173,852 No. 1, Union Place,  Price per perch for land Rs. 15,000,000 p.p. Colombo 02  Price per square foot for building Rs. 12,000 p.sq.ft. q__^__ Ja-Ela Market comparable method 23,188 15,554 29,000 21,000 5,812 5,446 No. 140, Negombo  Price per perch for land Rs. 2,250,000 p.p. Road, Ja-Ela  Price per square foot for building Rs. 3,500 to Rs. 4,500 p.sq.ft.  Depreciation rate 30% Negombo Market comparable method 49,500 24,440 73,000 31,000 23,500 6,560 No. 24, 26, Fernando  Price per perch for land Rs. 1,500,000 to Avenue, Negombo Rs. 2,200,000 p.p.  Price per square foot for building Rs. 3,500 to Rs. 4,250 p.sq.ft.  Depreciation rate 25% Pettah Investment method – 45,723 – 58,000 – 12,277 People’s Park  Gross monthly rental Rs. 23,200 to $%S=/ Rs. 160,000 p.m. Colombo 11  Years purchase 18.18 (Present value of 1 unit per period)  Void period 4 months p.a. Annual Report 2014 Commercial Bank of Ceylon PLC 345 FINANCIAL REPORTS

Notes to the Financial Statements

Name of Professional @%#&=<#$S Range of Estimates Net Book Value before Revalued Amount of Revaluation Gain/(Loss) Valuer/Location and Unobservable Inputs for Unobservable Revaluation of Recognised on Address Inputs Land Buildings Land Buildings Land Buildings Rs. ’000 Rs. ’000 Rs. ’000 Rs. ’000 Rs. ’000 Rs. ’000

Pettah Investment method – 3,521 – 4,800 – 1,279 People’s Park  Gross monthly rental Rs. 36,000 p.m. $%S=/  Years purchase 18.18 Colombo 11 (Present value of 1 unit per period)  Void period 4 months p.a. _+ Market comparable method 37,500 20,815 42,000 28,000 4,500 7,185 No. 262, 264,  Price per perch for land Rs. 1,400,000 p.p. Colombo Road,  Price per square foot for building Rs. 3,250 to Wennappuwa Rs. 4,500 p.sq.ft.  Depreciation rate 25% q___ Galewela Market comparable method 19,800 12,212 22,275 15,225 2,475 3,013 No. 49/57, Matale  Price per perch for land Rs. 225,000 p.p. Road, Galewela  Price per square foot for building Rs. 2,250 to Rs. 3,500 p.sq.ft.  Depreciation rate 15% Kurunegala Market comparable method No. 4, Suratissa Mw.,  Price per perch for land Rs. 3,500,000 to Kurunegala 4,150,000 p.p. 140,000 78,636 199,325 34,675 59,325 (43,961)  Price per square foot for building Rs. 3,000 to Rs. 4,250 p.sq.ft.  Depreciation rate 10% Narammala Market comparable method 44,550 14,293 53,391 16,609 8,841 2,316 No. 55, Negombo  Price per perch for land Rs. 1,300,000 p.p. Road, Narammala  Price per square foot for building Rs. 3,500 p.sq.ft.  Depreciation rate 5% Total 3,606,797 2,027,339 4,797,273 2,458,352 1,190,476 431,013 p.p. - per perch p.sq.ft. - per square foot p.m. - per month FINANCIAL REPORTS 346 Commercial Bank of Ceylon PLC Annual Report 2014

Notes to the Financial Statements

Description of the above valuation techniques together with narrative descriptions on sensitivity of the fair value measurement to changes in S<UTU=<U<=#U=^

Valuation Technique $S<UTU=T=<<S Sensitivity of the fair value measurement to inputs of each property are given in the table above) q, Estimated fair value would increase (decrease) if; This method considers the selling price of a similar Price per perch for land Price per perch increases (decreases) property within a reasonably recent period of time Price per square foot for building Price per square feet increases (decreases) in determining the fair value of the property being Depreciation rate for building Depreciation rate for building (decreases)/increases revalued. This involves evaluation of recent active market prices of similar assets, making appropriate adjustments for differences in size, nature, location, #&>%<= transactions, indicative of particularly motivated buyers or sellers are too compensated for since the >#]<=> %&`T=<

' Estimated fair value would increase (decrease) if; -%%#T=T=&%/# Gross Annual Rentals Gross Annual Rentals increases (decreases) rental income at an appropriate rate of years Years purchase purchase currently characterised by the real (Present value of 1 unit per period) Years purchase increases (decreases) estate market. Void period Void period (decreases)/increases

36.6 Title Restriction on Property, Plant & Equipment -%^/#%=&%'>'=¦3]<&%}<)_`%S#

36.7 Property, Plant & Equipment Pledged as Security for Liabilities There were no items of Property, Plant & Equipment pledged as securities for liabilities of the Group/Bank as at the reporting date.

36.8 Compensation from Third Parties for Items of Property, Plant & Equipment The compensation received/receivable from third parties for items of Property, Plant & Equipment that were impaired, lost or given up at the Reporting Date of the Bank are as follows.

As at December 31, 2014 2013 Rs. ’000 Rs. ’000

Total claims lodged 4,299 1,989 Total claims received (2,276) (1,008) Total claims rejected (985) (981) Total claims receivable 1,038 – Annual Report 2014 Commercial Bank of Ceylon PLC 347 FINANCIAL REPORTS

Notes to the Financial Statements

36.9 Fully Depreciated Property, Plant & Equipment The cost of fully-depreciated Property, Plant & Equipment of the Bank which are still in use is as follows:

As at December 31, 2014 2013 Rs. ’000 Rs. ’000

Computer equipment 1,965,926 1,794,881 H&]<&<<#/< 1,550,010 1,127,494 Motor vehicles 26,477 38,486

36.10 Temporarily Idle Property, Plant & Equipment Following Property, Plant & Equipment of the Bank were temporarily idle (until the assets issued to business units).

As at December 31, 2014 2013 Rs. ’000 Rs. ’000

Computer equipment 112,246 70,862 H&]<&<<#/< 69,729 80,490

36.11 Property, Plant & Equipment Retired from Active Use Following Property, Plant & Equipment of the Bank were retired from active use.

As at December 31, 2014 2013 Rs. ’000 Rs. ’000

Computer equipment 89,833 32,726 H&]<&<<#/< 58,413 16,300 Motor vehicles 214 214

36.12 Borrowing Costs There were no capitalised borrowing costs related to the acquisition of Property, Plant & Equipment during the year 2014 (2013 - Nil).

37. Intangible Assets

GROUP BANK 2014 2013 2014 2013 Rs. ’000 Rs. ’000 Rs. ’000 Rs. ’000

Computer Software [Refer Note 37.1] 397,644 423,233 389,096 422,668 Software under development [Refer Note 37.2] 58,541 54,495 50,032 44,925 Goodwill arising on business combination [Refer Note 34.2.3] 400,045 – – – Total 856,230 477,728 439,128 467,593 FINANCIAL REPORTS 348 Commercial Bank of Ceylon PLC Annual Report 2014

Notes to the Financial Statements

37.1 Computer Software

GROUP BANK As at December 31, 2014 2013 2014 2013 Rs. ’000 Rs. ’000 Rs. ’000 Rs. ’000

# Balance as at January 01, 1,479,951 1,262,607 1,479,171 1,262,281 Computer software acquired on business combination 9,800 – – – Additions during the year 139,387 216,162 139,310 215,708 Disposals during the year – – – – 3/%ST (52) 1,182 (52) 1,182 Transfers/adjustments – – – – Balance as at December 31, 1,629,086 1,479,951 1,618,429 1,479,171

Balance as at January 01, 1,056,718 906,586 1,056,503 906,427 Accumulated amortisation assumed on business combination 1,395 – – – Amortisation for the year [Refer Note 19] 173,373 149,347 172,874 149,291 Impairment loss – – – – Disposals during the year – – – – 3/%ST (44) 785 (44) 785 Transfers/adjustments – – – – Balance as at December 31, 1,231,442 1,056,718 1,229,333 1,056,503 Net book value as at December 31, 397,644 423,233 389,096 422,668

37.2 Software Under Development # Balance as at January 01, 54,495 150,140 44,925 141,184 Additions during the year 43,676 77,850 43,676 77,850 Transfers/adjustments during the year (38,569) (174,109) (38,569) (174,109) 3/%ST (1,061) 614 – – Disposals during the year – – – – Balance as at December 31, 58,541 54,495 50,032 44,925

-%^/#%=&%SU=&%}<)_`%S#I<%%^ pledged as securities for liabilities. There were no capitalised borrowing costs related to the acquisition of intangible assets during the year 2014 (2013 - Nil).

The maturity analysis of Intangible Assets is given in Note 58. Annual Report 2014 Commercial Bank of Ceylon PLC 349 FINANCIAL REPORTS

Notes to the Financial Statements

38. Leasehold Property

GROUP BANK As at December 31, 2014 2013 2014 2013 Rs. ’000 Rs. ’000 Rs. ’000 Rs. ’000

#, Balance as at January 01, 128,700 128,700 84,840 84,840 Additions during the year – – – – Balance as at December 31, 128,700 128,700 84,840 84,840

Balance as at January 01, 18,376 16,924 8,478 7,536 Amortisation for the year [Refer Note 19] 1,452 1,452 942 942 Balance as at December 31, 19,828 18,376 9,420 8,478 Net book value as at December 31, 108,872 110,324 75,420 76,362

The carrying amount of revalued assets that would have been included in the Financial Statements had the assets been carried at cost less depreciation/amortisation is as follows:

GROUP BANK As at December 31, 2014 Cost Accumulated Net Book Cost Accumulated Net Book Amortisation | Amortisation | Rs. ’000 Rs. ’000 Rs. ’000 Rs. ’000 Rs. ’000 Rs. ’000

Class of Asset Leasehold Land 23,715 6,348 17,367 14,846 3,483 11,363 Total 23,715 6,348 17,367 14,846 3,483 11,363

GROUP BANK As at December 31, 2013 Cost Accumulated Net Book Cost Accumulated Net Book Amortisation Value Amortisation Value Rs. ’000 Rs. ’000 Rs. ’000 Rs. ’000 Rs. ’000 Rs. ’000

Class of Asset Leasehold Land 23,715 6,109 17,606 14,846 3,333 11,513 Total 23,715 6,109 17,606 14,846 3,333 11,513

The maturity analysis of Leasehold Property is given in Note 58.

39. Other Assets

GROUP BANK As at December 31, 2014 2013 2014 2013 Rs. ’000 Rs. ’000 Rs. ’000 Rs. ’000

Receivables 19,709 22,335 19,709 22,335 Deposits and prepayments 1,399,469 1,518,412 1,402,587 1,521,526 Clearing account balance 4,078,542 2,999,575 4,078,542 2,999,575 Unamortised cost on staff loans (Day 1 difference) 2,857,759 2,757,193 2,857,759 2,757,103 Other accounts 2,204,951 2,126,733 2,183,220 2,126,191 Total 10,560,430 9,424,248 10,541,817 9,426,730

The maturity analysis of Other Assets is given in Note 58. FINANCIAL REPORTS 350 Commercial Bank of Ceylon PLC Annual Report 2014

Notes to the Financial Statements

40. Due to Banks

GROUP BANK As at December 31, 2014 2013 2014 2013 Rs. ’000 Rs. ’000 Rs. ’000 Rs. ’000

Borrowings 23,326,066 7,915,406 22,918,017 7,915,406 Local currency borrowings 407,187 – – – Foreign currency borrowings 22,918,879 7,915,406 22,918,017 7,915,406 Securities sold under repurchase (repo) agreements 2,342,959 6,278,813 2,342,959 6,278,813 Total 25,669,025 14,194,219 25,260,976 14,194,219

The maturity analysis of Due to Banks is given in Note 58.

41. Derivative Financial Liabilities

$" Currency swaps 823,596 – 823,596 – Forward contracts 368,886 1,406,553 368,886 1,406,553 Spot contracts 657 5,363 657 5,363 Total 1,193,139 1,411,916 1,193,139 1,411,916

The maturity analysis of Derivative Financial Liabilities is given in Note 58.

42. Due to Other Customers/Deposits from Customers

" 401,872,201 342,766,248 401,967,097 342,820,225 Current account balances 34,311,477 27,775,664 34,317,565 27,775,704 Savings deposits 164,462,225 119,800,612 164,521,655 119,827,302 Time deposits 202,162,715 191,623,969 202,192,093 191,651,216 &# 935,784 3,566,003 935,784 3,566,003

$" 127,394,387 108,332,698 127,394,387 108,332,698 Current account balances 10,809,389 9,111,749 10,809,389 9,111,749 Savings deposits 46,467,745 39,594,657 46,467,745 39,594,657 Time deposits 70,117,253 59,626,292 70,117,253 59,626,292 &# – – – – Total 529,266,588 451,098,946 529,361,484 451,152,923 Annual Report 2014 Commercial Bank of Ceylon PLC 351 FINANCIAL REPORTS

Notes to the Financial Statements

42.1 Analysis of due to Customers/Deposits from Customers

GROUP BANK As at December 31, 2014 2013 2014 2013 Rs. ’000 Rs. ’000 Rs. ’000 Rs. ’000

+" Current account balances 45,120,866 36,887,413 45,126,954 36,887,453 Savings deposits 210,929,970 159,395,269 210,989,400 159,421,959 Time deposits 272,279,968 251,250,261 272,309,346 251,277,508 &# 935,784 3,566,003 935,784 3,566,003 Sub total 529,266,588 451,098,946 529,361,484 451,152,923

+"" Sri Lankan Rupee 401,872,201 342,766,248 401,967,097 342,820,225 United States Dollar 78,352,927 59,873,351 78,352,927 59,873,351 Great Britain Pound 7,567,161 7,437,142 7,567,161 7,437,142 Euro 25,425,565 27,698,162 25,425,565 27,698,162 Australian Dollar 7,935,496 5,474,369 7,935,496 5,474,369 Bangladesh Taka 6,800,927 6,556,111 6,800,927 6,556,111 Other currencies 1,312,311 1,293,563 1,312,311 1,293,563 Sub total 529,266,588 451,098,946 529,361,484 451,152,923

+" Deposits from banks 766,916 1,704,408 766,916 1,704,408 D& 5,406,461 3,736,661 5,406,461 3,736,661 Deposits from other customers 523,093,211 445,657,877 523,188,107 445,711,854 Sub total 529,266,588 451,098,946 529,361,484 451,152,923

The maturity analysis of Deposits from Customers is given in Note 58.

GROUP BANK As at December 31, 2014 2013 2014 2013 Rs. ’000 Rs. ’000 Rs. ’000 Rs. ’000

43. Other Borrowings ‚U^S 4,857,361 6,427,536 4,857,361 6,427,536 Securities sold under repurchase (repo) agreements 124,391,042 39,054,967 124,564,499 39,230,639 Borrowings from International Finance Corporation (IFC) 6,779,222 8,515,000 6,779,222 8,515,000 Total 136,027,625 53,997,503 136,201,082 54,173,175

The maturity analysis of Other Borrowings is given in Note 58. FINANCIAL REPORTS 352 Commercial Bank of Ceylon PLC Annual Report 2014

Notes to the Financial Statements

44. Current Tax Liabilities

GROUP BANK As at December 31, 2014 2013 2014 2013 Rs. ’000 Rs. ’000 Rs. ’000 Rs. ’000

Balance as at January 01, 1,780,867 2,821,975 1,758,574 2,801,541 -/>U=<#U<U 7,200 – – – Provision for the year 4,484,017 4,068,507 4,424,113 4,030,734 Reversal of (over)/under provision 10,920 (167,169) 11,041 (169,789) Self-assessment payments (3,036,746) (3,998,722) (2,988,916) (3,962,673) =/# (1,080,686) (905,407) (1,079,038) (903,649) ~%%=#S/)%# (126,348) (81,089) (125,948) (80,362) 3/%ST (1,836) 42,772 (1,836) 42,772 Balance as at December 31, 2,037,388 1,780,867 1,997,990 1,758,574

-%<>=>&<-/U=ST!

45. Deferred Tax Assets and Liabilities

45.1 Summary of Net Deferred Tax Liability

GROUP BANK 2014 2013 2014 2013 Temporary =$# Temporary -/3&& Temporary =$# Temporary -/3&& Difference Difference Difference Difference Rs. ’000 Rs. ’000 Rs. ’000 Rs. ’000 Rs. ’000 Rs. ’000 Rs. ’000 Rs. ’000

Balance as at January 01, 6,407,851 1,763,414 5,191,693 1,431,725 5,692,341 1,563,070 4,541,132 1,249,567 D&#/=U=<# on business combination 168,900 47,293 –– –– –– Amount originating/(reversing) to Income Statement 490,269 122,187 755,857 206,506 485,610 120,881 747,134 204,063 Amount originating/(reversing) to $&'# Other Comprehensive Income 3,368,207 943,098 (27,425) (7,679) 3,177,150 889,602 (28,704) (8,037) -/&&Q]<T –– 54,947 15,385 – – – – {^#S&%#&#/&& on revaluation surplus on freehold buildings – – 432,779 121,178 – – 432,779 121,178 3/%ST – 207 – (3,701) – 207 – (3,701) Balance as at December 31, 10,435,227 2,876,199 6,407,851 1,763,414 9,355,101 2,573,760 5,692,341 1,563,070 Annual Report 2014 Commercial Bank of Ceylon PLC 353 FINANCIAL REPORTS

Notes to the Financial Statements

45.2 Reconciliation of Net Deferred Tax Liability

GROUP Statement of Income Statement $&'# Financial Position Other Comprehensive Income 2014 2013 2014 2013 2014 2013 Rs. ’000 Rs. ’000 Rs. ’000 Rs. ’000 Rs. ’000 Rs. ’000

^= "=##&/<QH^ 373,175 397,135 33,651 (55,097) – – "=##&/<Q# 1,581,807 1,274,209 (253,603) (224,950) – – Revaluation surplus on freehold buildings 780,357 605,322 15,107 29,918 (174,239) – -/&&<=S##U= 3,584 2,062 – – (1,522) (2,062) Unrealised gain/(loss) on Available-for-Sale (AFS) portfolio 792,513 – – – (792,513) – Effective interest rate on deposits 3,398 – (3,398) – – – 3&&&/%ST 9 9 207 (3,701) – – 3,534,843 2,278,737 (208,036) (253,830) (968,274) (2,062)

^= Finance leases 203 2,004 (1,801) (3,086) – – D#U= 281,040 245,563 35,477 41,660 – – -/&&<==##U= 15,801 9,741 – – 6,060 9,741 Provision on credit card advances – – – (18,567) – – $T=TU= 56,254 56,254 – (63,282) – – Leave encashment 160,990 153,608 7,382 42,446 – – -/&&<===T% 19,116 – – – 19,116 – Straight lining on lease rentals 19,222 8,739 10,483 8,739 – – De-recognition of commission income 70,662 39,414 31,248 39,414 – – Impairment provision 35,356 – 4,679 – – – #&^#/==SU< – – (1,619) – – – 658,644 515,323 85,849 47,324 25,176 9,741 Z$' X\" Income for the year (122,187) (206,506) (943,098) 7,679 >$Z‰Š? 2,876,199 1,763,414 FINANCIAL REPORTS 354 Commercial Bank of Ceylon PLC Annual Report 2014

Notes to the Financial Statements

45.3 Reconciliation of Net Deferred Tax Liability

BANK Statement of Income Statement $&' Financial Position Loss and Other Comprehensive Income For the year ended/as at December 31, 2014 2013 2014 2013 2014 2013 Rs. ’000 Rs. ’000 Rs. ’000 Rs. ’000 Rs. ’000 Rs. ’000

^= "=##&/<QH^ 330,867 366,494 35,627 (54,362) – – "=##&/<Q# 1,525,515 1,274,208 (251,307) (224,949) – – Revaluation surplus on freehold buildings 533,651 427,927 14,960 29,918 (120,684) – -/&&<=S##U= 3,059 1,510 – – (1,549) (1,510) Unrealised gain/(loss) on Available-for-sale (AFS) portfolio 792,511 – – – (792,511) – Effective interest rate on deposits 3,398 – (3,398) – – – 3&&&/%ST 9 9 207 (3,701) – – 3,189,010 2,070,148 (203,911) (253,094) (914,744) (1,510)

^= Finance leases – – – – – – D#U= 273,433 239,516 33,917 40,282 – – -/&&<==##U= 15,573 9,547 – – 6,026 9,547 Provision on credit card advances – – – (18,568) – – $T=TU= 56,254 56,254 – (63,282) – – Leave encashment 160,990 153,608 7,382 42,446 – – -/&&<===T% 19,116 – – – 19,116 – Straight lining of lease rentals 19,222 8,739 10,483 8,739 – – De-recognition of commission income 70,662 39,414 31,248 39,414 – – 615,250 507,078 83,030 49,031 25,142 9,547 Z$' X\"' (120,881) (204,063) (889,602) 8,037 >$Z‰Š 2,573,760 1,563,070

-%<>=>&D&#-/U=ST!

46. Other Provisions

GROUP BANK As at December 31, 2014 2013 2014 2013 Rs. ’000 Rs. ’000 Rs. ’000 Rs. ’000

Provision for claims payable 1,874 2,409 1,874 2,409 Total 1,874 2,409 1,874 2,409

47. Other Liabilities "<#/#< 1,883,392 1,672,283 1,869,538 1,666,095 Cheques sent on clearing 4,015,967 2,974,099 4,015,967 2,974,099 Provision for gratuity payable [Refer Note 47.1 (b)] 748,969 624,642 720,520 604,324 Provision for unfunded pension scheme [Refer Note 47.2 (b)] 203,458 191,541 203,458 191,541 Provision for Leave Encashment [Refer Note 47.3 (b)] 643,238 548,601 643,238 548,601 Payable on oil hedging transactions 819,854 812,719 819,854 812,719 Other payables 9,355,025 3,061,930 9,170,956 3,029,830 Total 17,669,903 9,885,815 17,443,531 9,827,209

The maturity analysis of Other Liabilities is given in Note 58. Annual Report 2014 Commercial Bank of Ceylon PLC 355 FINANCIAL REPORTS

Notes to the Financial Statements

47.1 Provision for Gratuity Payable An actuarial valuation of the retirement gratuity payable was carried out as at December 31, 2014 by Mr. M. Poopalanathan, AIA, of @"<=¦@S<='T#&&=<-%T=<%#<#U>%<T=< the liability is the ‘Projected Unit Credit Method (PUC)’, the method recommended by the Sri Lanka Accounting Standard, LKAS 19 on ‹3=>_Œ

47.1 (a) Actuarial Assumptions

Type of Assumption Criteria Description

Demographic Mortality - In service A 67/70 Mortality table issued by the Institute of Actuaries, London Staff Turnover The staff turnover rate at an age represents the probability of an employee leaving within one year of that age due to reasons other than death, ill health and normal retirement. The same withdrawal rates which were used in the last valuation (as at December 31, 2013) to determine the liabilities of the active employees in the gratuity, were used in the actuarial valuation carried out as at December 31, 2014. Normal retirement age -%=>^%S#T%#S%TU<# %T/U%#> Financial Rate of discount Sri Lankan operation In the absence of a deep market in long term bonds in Sri Lanka, a long term interest rate of 9.50% p.a. (2013 - 10% p.a.) has been used to discount future liabilities considering anticipated =S& Bangladesh operation In the absence of long term high quality corporate bonds or Government bonds with the term that matches liabilities a long term interest rate of 10% p.a. (2013 - 10% p.a.) has been used to #<#S#=S& Salary increases A salary increment of 9% p.a. (2013 - 9% p.a.) has been used in respect of the active employees.

47.1 (b) Movement in the Provision for Gratuity Payable

GROUP BANK 2014 2013 2014 2013 Rs. ’000 Rs. ’000 Rs. ’000 Rs. ’000

Balance as at January 01, 624,642 494,507 604,324 478,506 Gratuity payable assumed on business combination 1,977 – – – 3/S#%$‚&‘ 145,284 147,378 138,533 141,700 3/%ST (381) 7,294 (381) 7,294 Amount paid during the year (17,245) (19,528) (16,423) (17,784) 3/S#%%T (5,308) (5,009) (5,533) (5,392) Balance as at December 31, 748,969 624,642 720,520 604,324

47.1 (c) Expense Recognised in the Income Statement - Gratuity

GROUP BANK For the year ended December 31, 2014 2013 2014 2013 Rs. ’000 Rs. ’000 Rs. ’000 Rs. ’000

Interest cost 62,456 56,118 60,340 54,470 Current service cost 82,828 91,260 78,193 87,230 Total 145,284 147,378 138,533 141,700 FINANCIAL REPORTS 356 Commercial Bank of Ceylon PLC Annual Report 2014

Notes to the Financial Statements

47.1 (d) Sensitivity Analysis of Actuarial Valuation The following table illustrates the impact of the possible changes in the discount rate and salary escalation rates on the gratuity valuation of the Group and the Bank as at December 31, 2014:

GROUP BANK Variable Sensitivity Effect on Statement of Sensitivity Effect on Statement of I='_HU=S I='_HU=S Rs. ’000 Rs. ’000

1% increase in discount rate (81,183) (78,974) 1% decrease in discount rate 98,361 95,859 1% increase in salary escalation rate 100,896 98,408 1% decrease in salary escalation rate (84,573) (82,362)

47.2 Provision for Un-funded Pension Scheme An actuarial valuation of the un-funded pension liability was carried out as at December 31, 2014 by Mr. M. Poopalanathan, AIA, of Messrs "<=¦@S<='T#&&=<-%T=<%#<#U>%<>T=<% liability is the ‘Projected Unit Credit Method (PUC)’, the method recommended by the Sri Lanka Accounting Standard, LKAS 19 on ‹3=>_Œ

47.2 (a) Actuarial Assumptions

Type of Assumption Criteria Description

Demographic Mortality - In service A 67/70 Mortality table issued by the Institute of Actuaries, London. After retirement A (90) Annuities table (Males and Females) issued by the Institute of Actuaries, London. Staff turnover The withdrawal rate at an age represents the probability of an active employee leaving within one year of that age due to reasons other than death, ill health and normal retirement. The same withdrawal rates which were used in the last valuation (as at December 31, 2013) to determine the liabilities of the active employees in the funded scheme, were used in the actuarial valuation carried out as at December 31, 2014. Disability Assumptions similar to those used in other comparable schemes for disability were used as the #]<##‹%Œ<#>^T=U= Normal retirement age >##%#=&T=> Financial Rate of discount In the absence of a deep market in long term bonds in Sri Lanka, a long term interest rate of 9.50% p.a. (2013 - 10% p.a.) has been used to discount future liabilities considering anticipated =S& Salary increases A salary increment of 9% p.a. (2013 - 9% p.a.) has been used in respect of the active employees. Post retirement There is no agreed rate of increase even though the pension payments are subject to periodic pension increase rate #S#==>%#&%_`-%& rate was assumed for this valuation.

47.2 (b) Movement in the Provision for Un-funded Pension Scheme

GROUP BANK 2014 2013 2014 2013 Rs. ’000 Rs. ’000 Rs. ’000 Rs. ’000

Balance as at January 01, 191,541 167,394 191,541 167,394 3/S#%‚&‘ 19,154 18,413 19,154 18,413 Amount paid during the year (28,756) (28,363) (28,756) (28,363) 3/S#%%T 21,519 34,097 21,519 34,097 Balance as at December 31, 203,458 191,541 203,458 191,541 Annual Report 2014 Commercial Bank of Ceylon PLC 357 FINANCIAL REPORTS

Notes to the Financial Statements

47.2 (c) Expense Recognised in the Income Statement – Un-funded Pension

GROUP BANK For the year ended December 31, 2014 2013 2014 2013 Rs. ’000 Rs. ’000 Rs. ’000 Rs. ’000

Interest cost 19,154 18,413 19,154 18,413 Current service cost – – – – Total 19,154 18,413 19,154 18,413

47.2 (d) Sensitivity Analysis on Actuarial Valuation – Un-funded Pension Scheme The following table illustrates the impact of the possible change in the discount rate and salary escalation rate in the un-funded pension scheme valuation of the Bank as at December 31, 2014.

GROUP BANK Variable Sensitivity Effect on Statement of Sensitivity Effect on Statement of I='_HU=S I='_HU=S Rs. ’000 Rs. ’000

1% increase in discount rate (9,014) (9,014) 1% decrease in discount rate 9,949 9,949 1% increase in salary escalation rate –– 1% decrease in salary escalation rate ––

47.3 Provision for Leave Encashment An actuarial valuation of the leave encashment liability was carried out as at December 31, 2014 by Mr. M. Poopalanathan, AIA, of Messrs "<=¦@S<='T#&&=<-%T=<%#<#U>%<T=<% liability is the ‘Projected Unit Credit Method (PUC)’, the method recommended by the Sri Lanka Accounting Standard, LKAS 19 on ‹3=>_Œ

47.3 (a) Actuarial Assumptions

Type of Assumption Criteria Description

Demographic Mortality - In service A 1967/70 Mortality table issued by the Institute of Actuaries, London Staff turnover The probability of a member withdrawing from the scheme within a year of the ages between 20 to 55 years. Disability The probability of a member becoming disabled within a year of the ages between 20 to 55 years. Financial Rate of discount In the absence of a deep market in long term bonds in Sri Lanka, a long term interest rate of 9.5% p.a. (2013 - 10% p.a.) has been used to discount future liabilities considering anticipated long term & Salary increases A salary increment of 9% p.a. (2013 - 9% p.a.) has been used in respect of the active employees.

47.3 (b) Movement in the Provision for Leave Encashment

GROUP BANK 2014 2013 2014 2013 Rs. ’000 Rs. ’000 Rs. ’000 Rs. ’000

Balance as at January 01, 548,601 397,009 548,601 397,009 3/S#%‚&‘ 54,860 151,592 54,860 151,592 Amount paid during the year (28,496) – (28,496) – 3/S#%%T 68,273 – 68,273 – Balance as at December 31, 643,238 548,601 643,238 548,601 FINANCIAL REPORTS 358 Commercial Bank of Ceylon PLC Annual Report 2014

Notes to the Financial Statements

47.3 (c) Expense Recognised in the Income Statement – Leave Encashment

GROUP BANK For the year ended December 31, 2014 2013 2014 2013 Rs. ’000 Rs. ’000 Rs. ’000 Rs. ’000

Interest cost 54,860 151,592 54,860 151,592 Current service cost – – – – Total 54,860 151,592 54,860 151,592

47.3 (d) Sensitivity Analysis on Actuarial Valuation – Leave Encashment The following table illustrates the impact of the possible change in the discount rates and salary escalation rates on account of leave encashment liability of the Bank as at December 31, 2014:

GROUP BANK Variable Sensitivity effect on Statement of Sensitivity effect on Statement of I='_HU=S I='_HU=S Rs. ’000 Rs. ’000

1% increase in discount rate (53,487) (53,487) 1% decrease in discount rate 63,352 63,352 1% increase in salary escalation rate 66,111 66,111 1% decrease in salary escalation rate (56,724) (56,724)

47.4 Employee Retirement Benefit Pension Fund - Defined Benefit Plan An actuarial valuation of the Retirement Pension Fund was carried out as at December 31, 2014 by Mr. M. Poopalanathan, AIA, of @"<=¦@S<='T#&&=<-%T=<%#<#U>%< value the fund is the ‘Projected Unit Credit Method (PUC)’, the method recommended by the Sri Lanka Accounting Standard - LKAS 19 on ‹3=>_Œ

The assets of the fund, which are independently administered by the Trustees as per the provisions of the Trust Deed are held separately from those of the Bank.

47.4 (a) Actuarial Assumptions – Demographic

Type of Assumption Criteria Description

Demographic Mortality - in service A 67/70 Mortality table issued by the Institute of Actuaries, London After retirement A (90) Annuities table (Males & Females) issued by the Institute of Actuaries, London Staff Turnover The withdrawal rate at an age represents the probability of an active employee leaving within one year of that age due to reasons other than death, ill health and normal retirement. The same withdrawal rates which were used in the last valuation (as at December 31,2013) to determine the liability on account of the active employees in the funded scheme, were used in the actuarial valuation carried out as at December 31, 2014. Disability Assumptions similar to those used in other comparable schemes for disability were used %#]<## % <#>^T=U= Normal retirement age >##%#=&T=>

Financial Rate of discount In the absence of a deep market in long term bonds in Sri Lanka, a long term interest rate of 9.50% p.a. (2013 - 10% p.a.) has been used to discount future liabilities considering #=S& Salary increases A salary increment of 9% p.a. (2013 - 9% p.a.) has been used in respect of the active employees. Post retirement pension increase rate There is no agreed rate of increase even though the pension payments are subject to periodic increases, and increases are granted solely at the discretion of the Bank. -%&^<#&%T=< Annual Report 2014 Commercial Bank of Ceylon PLC 359 FINANCIAL REPORTS

Notes to the Financial Statements

47.4 (b) Movement in the Present Value of Defined Benefit Obligation – Bank

2014 2013 Rs.'000 Rs.'000

Balance as at January 01, 124,678 112,014 Interest cost 12,468 12,321 Current service cost 2,575 2,102 _##<S%> (10,003) (8,119) Actuarial loss 10,593 6,360 Balance as at December 31, 140,311 124,678

47.4. (c) Movement in the Fair Value of Plan Assets Fair value as at January 01, 117,900 94,899 3/#<= 11,790 10,439 Contribution paid into plan 1,296 1,411 _#U>%= (10,003) (8,119) Actuarial gain on plan assets 4,725 19,270 Fair value as at December 31, 125,708 117,900

2014 2013 Rs.'000 Rs.'000

47.4 (d) Liability Recognised in the Statement of Financial Position 'T=<&##UU=SB<> 140,311 124,678 Fair value of plan assets (125,708) (117,900) Unrecognised actuarial gains/(losses) – – Net liability recognised under other liabilities 14,603 6,778

47.4 (e) Plan Assets consist of the following Government treasury bills 1,171 42,512 Deposits held with the Bank 124,537 75,388 Total 125,708 117,900

48. Due to Subsidiaries

GROUP BANK As at December 31, 2014 2013 2014 2013 Rs. ’000 Rs. ’000 Rs. ’000 Rs. ’000

Commercial Development Company PLC – – 12,079 8,934 ONEzero Company Ltd. – – 7,210 6,752 Indra Finance Ltd. – – – – Sub total – – 19,289 15,686

$ /$`$‚Q=> – – – – Sub total – – – – Total – – 19,289 15,686

The maturity analysis of Due to Subsidiaries is given in Note 58. FINANCIAL REPORTS 360 Commercial Bank of Ceylon PLC Annual Report 2014

Notes to the Financial Statements

49. Subordinated Liabilities

GROUP BANK As at December 31, 2014 2013 2014 2013 Rs. ’000 Rs. ’000 Rs. ’000 Rs. ’000

Balance as at January 01, 10,797,660 973,210 10,797,660 973,210 Subordinated liabilities assumed on business combination 215,000 – – – Amount borrowed during the year – 9,468,750 – 9,468,750 Repayments/redemptions during the year – (550) – (550) Sub total 11,012,660 10,441,410 10,797,660 10,441,410 3/%ST 86,250 356,250 86,250 356,250 Balance as at December 31, (before adjusting for amortised interest and transaction cost) [Refer Note 49.1] 11,098,910 10,797,660 10,883,910 10,797,660 Unamortised transaction cost (100,225) (112,435) (100,225) (112,435) Net effect of amortised interest payable 263,888 259,187 261,090 259,187 Adjusted balance as at December 31, 11,262,573 10,944,412 11,044,775 10,944,412

Outstanding subordinated liabilities of the Bank as at December 31, 2014 consisted of 972,660 (2013 - 972,660) unsecured subordinated redeemable debentures of Rs. 1,000/- each and a subordinated loan of US$ 75.0 Mn. (2013 - US$ 75.0 Mn.) from International Finance Corporation (IFC).

49.1 Categories of Subordinated Liabilities

Categories Colombo Interest Allotment Maturity Effective Annual Yield GROUP BANK Stock Payable Date Date 2014 2013 2014 2013 2014 2013 3/%S Frequency Rs. ’000 Rs. ’000 Rs. ’000 Rs. ’000 Listing

$^ 2006/2016 - 13.25% p.a. Not listed Annually 16.05.2006 16.05.2016 13.25% 13.25% 505,000 505,000 505,000 505,000 2006/2016 - 14.00% p.a. Listed Annually 18.12.2006 18.12.2016 14.00% 14.00% 467,260 467,260 467,260 467,260

$ ^ 2006/2016 - 12 months TB rate (Gross) + 1% p.a.(*) Listed Annually 18.12.2006 18.12.2016 10.21% 13.99% 400 400 400 400

$ IFC Borrowings - LIBOR + Biannually 13.03.2013 14.03.2023 LIBOR + LIBOR + 9,911,250 9,825,000 9,911,250 9,825,000 5.75% 6.16% 6.21%

$^ 2011/2016 - 14.15% p.a. Not listed Monthly 25.08.2011 25.08.2016 15.10% – 10,000 – – – 2011/2016 - 14.15% p.a. Not listed Monthly 25.08.2011 25.08.2016 15.10% – 5,000 – – – 2012/2015 - 18.65% p.a. Not listed Quarterly 01.12.2012 01.12.2015 20.00% – 200,000 – – – Total 11,098,910 10,797,660 10,883,910 10,797,660

(*) The 12 Months TB rate (Gross) - Twelve months Treasury Bill rate mentioned UTU&##<S?~%%=#S-/%=_`& Sri Lanka immediately prior to the commencement of each interest period. Annual Report 2014 Commercial Bank of Ceylon PLC 361 FINANCIAL REPORTS

Notes to the Financial Statements

49.2 Subordinated Liabilities by Maturity

GROUP BANK As at December 31, 2014 2013 2014 2013 Rs. ’000 Rs. ’000 Rs. ’000 Rs. ’000

Payable within one year 200,000 – – – Payable after one year 10,898,910 10,797,660 10,883,910 10,797,660 Total 11,098,910 10,797,660 10,883,910 10,797,660

In the event of the winding-up of the issuer, the above liabilities would be subordinated to the claims of depositors and all other creditors of the issuer. The Bank has not had any defaults of principal, interest or other breaches with respect to its subordinated liabilities during the year ended December 31, 2014.

The maturity analysis of Subordinated Liabilities is given in Note 58.

50. Stated Capital

GROUP BANK 2014 2013 2014 2013 Rs. ’000 Rs. ’000 Rs. ’000 Rs. ’000

Balance as at January 01, 19,586,813 18,008,796 19,586,813 18,008,796 Issue of ordinary voting shares under the Employee Share Option Plan 340,763 76,074 340,763 76,074 <&#>%&%=#T###% form of issue and allotment of new shares 1,529,925 1,501,943 1,529,925 1,501,943 Ordinary voting shares 1,431,747 1,405,690 1,431,747 1,405,690 Ordinary non-voting shares 98,178 96,253 98,178 96,253 Balance as at December 31, 21,457,501 19,586,813 21,457,501 19,586,813

50.1 Movement in Number of Shares

No. of Ordinary Voting Shares No. of Ordinary Non-Voting Shares 2014 2013 2014 2013

Balance as at January 01, 794,535,819 780,014,232 54,543,222 53,473,748 Issue of ordinary voting shares under the Employee Share Option Plan 3,237,566 1,445,398 – – <&#>%&%=#T###%&& issue and allotment of new shares 12,504,344 13,076,189 1,036,724 1,069,474 Balance as at December 31, 810,277,729 794,535,819 55,579,946 54,543,222

-%#>%&=_`&>=']<#%=U$`3/%S-%QSH#>$%& the Bank, rank pari passu&==S%^%%H#>S$%&%_`/TSS%=<# general meetings. The holders of ordinary shares are entitled to receive dividends declared from time to time and are entitled to one vote per share at General Meetings of the Bank.

The Bank has offered an Employee Share Option Plan. Please see Note 50.2 below for details. FINANCIAL REPORTS 362 Commercial Bank of Ceylon PLC Annual Report 2014

Notes to the Financial Statements

50.2 Employee Share Option Plan - 2008 -%_`U#%T=&%%%=#3/#>}=@S%=#"=!#<3=> $%H'=&%U&==%3/<TH&}##UTU>S<?&%#>TS%% &?%%>T#&%T><%_`%TS#&S Option price is determined on the basis of the weighted average market price of Bank’s voting shares, during the period of ten market days immediately prior to each option offer date. Number of options offered under each tranche is based on the overall performance of the Bank and the individual performance of the eligible employees in the preceding year. In the event of a rights issue of shares, capitalisation of reserves, stock splits or stock dividends by the Bank during the vesting period, the number of options offered and the price are suitably adjusted as per the applicable rules of ESOP - 2008 which have been drafted in line with the accepted market practices. 1/3 of the options offered under each tranche is vested to eligible employees after one year from the date of offer, second 1/3 of the options &^>&%#&&&#=)&%>&%#&&&#=#U=^

Tranche I Total Date granted April 30, 2008 April 30, 2008 April 30, 2008 Price (Rs.) - (*) 46.91 46.91 46.91 1/3 of Options 1/3 of Options 1/3 of Options 3/U=U^ April 30, 2009 April 30, 2010 April 30, 2011 to April 29, 2013 to April 29, 2014 to April 29, 2015

Original number of options 777,308 777,308 777,308 2,331,924 Additions consequent to share splits and rights issues 692,095 789,320 1,056,943 2,538,358 Number of options cancelled before vesting (52,943) (52,943) (52,943) (158,829) Number of options vested 1,416,460 1,513,685 1,781,308 4,711,453 <U&/#<DU (1,416,460) (1,513,685) (1,560,352) (4,490,497) >$Z‰Š?‹ŒŠ‘ – – 220,956 220,956

(*) Adjusted on account of the dividends declared in the form of issue and allotment of new shares, rights issue of shares and sub-division of shares.

Tranche II Total Date granted April 30, 2011 April 30, 2011 April 30, 2011 Price (Rs.) 132.23 132.23 132.23 1/3 of Options 1/3 of Options 1/3 of Options 3/U=U^ April 30, 2012 April 30, 2013 April 30, 2014 to April 29, 2016 to April 29, 2017 to April 29, 2018

Original number of options 1,213,384 1,213,384 1,213,384 3,640,152 Additions consequent to share splits and rights issues 1,213,384 1,213,384 1,213,384 3,640,152 Number of options cancelled before vesting (45,896) (41,307) (95,236) (182,439) Number of options vested 2,380,872 2,385,461 2,331,532 7,097,865 <U&/#<DU (420,445) (253,578) (126,038) (800,061) >$Z‰Š?‹ŒŠ‘ 1,960,427 2,131,883 2,205,494 6,297,804

Tranche III Total Date granted April 30, 2012 April 30, 2012 April 30, 2012 Price (Rs.) 104.63 104.63 104.63 1/3 of Options 1/3 of Options 1/3 of Options 3/U=U^ April 30, 2013 April 30, 2014 April 30, 2015 to April 29, 2017 to April 29, 2018 to April 29, 2019

Original number of options 2,596,622 2,596,622 2,596,600 7,789,844 Number of options cancelled before vesting – (49,704) (79,961) (129,665) Number of options vested 2,596,622 2,546,918 2,516,639 7,660,179 <U&/#<DU (1,225,627) (718,575) (266,905) (2,211,107) >$Z‰Š?‹ŒŠ‘ 1,370,995 1,828,343 2,249,734 5,449,072 Annual Report 2014 Commercial Bank of Ceylon PLC 363 FINANCIAL REPORTS

Notes to the Financial Statements

51. Statutory Reserves

GROUP BANK As at December 31, 2014 2013 2014 2013 Rs. ’000 Rs. ’000 Rs. ’000 Rs. ’000

Statutory reserve fund [Refer Note 51.1] 4,327,103 3,768,094 4,327,103 3,768,094 Primary dealer special risk reserve [Refer Note 51.2] – 266,520 – 266,520 Sub total 4,327,103 4,034,614 4,327,103 4,034,614

51.1 Statutory Reserve Fund

GROUP BANK 2014 2013 2014 2013 Rs. ’000 Rs. ’000 Rs. ’000 Rs. ’000

Balance as at January 01, 3,768,094 3,245,818 3,768,094 3,245,818 Transfers during the year 559,009 522,276 559,009 522,276 Balance as at December 31, 4,327,103 3,768,094 4,327,103 3,768,094

The statutory reserve fund is maintained as per the requirements under section 20 (1) of the Banking Act No. 30 of 1988. Accordingly, the &<#U<=<U>==S<]<T==%?&%&/U<U&#=S>#T##> that are transferred elsewhere until the balance in the reserve fund is equal to 50% of the Bank's stated capital and thereafter a further sum ]<T=?&<%<=%<%T&<#]<=%#=&%_`

-%U=%$<>‚TI<#^==U<#=>&%<#%$&%_`S Act No. 30 of 1988.

51.2 Primary Dealer Special Risk Reserve

GROUP BANK 2014 2013 2014 2013 Rs. ’000 Rs. ’000 Rs. ’000 Rs. ’000

Balance as at January 01, 266,520 187,577 266,520 187,577 Transfers during the year – 78,943 – 78,943 Transferred to general reserve [Refer Note 53.2] (266,520) – (266,520) – Balance as at December 31, – 266,520 – 266,520

As per the Direction issued by the Public Debt - Department of the Central Bank of Sri Lanka on April 18, 2005, with effect from B<=>'>D=^%=UT‚@^]<#&?&Q/&% Primary Dealer Unit to a special risk reserve annually. The Bank duly complied with the above requirement up to December 31, 2013.

D<S%_`T#&%'

Notes to the Financial Statements

52. Retained Earnings

GROUP BANK 2014 2013 2014 2013 Rs. ’000 Rs. ’000 Rs. ’000 Rs. ’000

Balance as at January 01, 4,359,632 4,172,814 4,233,364 4,178,080 Total Comprehensive Income 11,184,470 10,541,957 11,119,514 10,424,843 '&%> 11,238,892 10,563,378 11,180,181 10,445,511 H%%T&/ (54,422) (21,421) (60,667) (20,668) Dividends paid (5,547,136) (5,444,752) (5,547,136) (5,444,752) D&#/&&Q]<T – (14,547) – – ‚Q=&#S)&T=U=&=T (31,099) 28,967 – – Transfers to other reserves (5,547,455) (4,924,807) (5,547,455) (4,924,807) Balance as at December 31, 4,418,412 4,359,632 4,258,287 4,233,364

53. Other Reserves

GROUP BANK Balance as at Movement/ Balance as at Balance as at Movement/ Balance as at January 01, Transfers December 31, January 01, Transfers December 31, Rs. ’000 Rs. ’000 Rs. ’000 Rs. ’000 Rs. ’000 Rs. ’000

53 (a) Current Year – 2014 Revaluation reserve [Refer Note 53.1] 4,615,947 1,631,013 6,246,960 4,222,054 1,500,805 5,722,859 General reserve [Refer Note 53.2] 22,380,819 10,093,659 32,474,478 22,380,819 10,093,659 32,474,478 Available-for-sale reserve [Refer Note 53.3] 2,023,468 712,101 2,735,569 2,054,567 681,011 2,735,578 Foreign currency translation reserve [Refer Note 53.4] (393,758) (60,430) (454,188) (406,925) (57,151) (464,076) Investment fund reserve [Refer Note 53.5] 4,838,693 (4,838,693) – 4,838,693 (4,838,693) – Total 33,465,169 7,537,650 41,002,819 33,089,208 7,379,631 40,468,839

53 (b) Previous Year – 2013

GROUP BANK Balance as at Movement/ Balance as at Balance as at Movement/ Balance as at January 01, Transfers December 31, January 01, Transfers December 31, Rs. ’000 Rs. ’000 Rs. ’000 Rs. ’000 Rs. ’000 Rs. ’000

Revaluation reserve [Refer Note 53.1] 4,737,125 (121,178) 4,615,947 4,343,232 (121,178) 4,222,054 General reserve [Refer Note 53.2] 20,048,989 2,331,830 22,380,819 20,048,989 2,331,830 22,380,819 Available-for-sale reserve [Refer Note 53.3] 475,467 1,548,001 2,023,468 475,467 1,579,100 2,054,567 Foreign currency translation reserve [Refer Note 53.4] (755,101) 361,343 (393,758) (757,894) 350,969 (406,925) Investment fund reserve [Refer Note 53.5] 2,846,935 1,991,758 4,838,693 2,846,935 1,991,758 4,838,693 Total 27,353,415 6,111,754 33,465,169 26,956,729 6,132,479 33,089,208 Annual Report 2014 Commercial Bank of Ceylon PLC 365 FINANCIAL REPORTS

Notes to the Financial Statements

53.1 Revaluation Reserve

GROUP BANK 2014 2013 2014 2013 Rs. ’000 Rs. ’000 Rs. ’000 Rs. ’000

Balance as at January 01, 4,615,947 4,737,125 4,222,054 4,343,232 Surplus on revaluation of freehold land and buildings 1,802,333 – 1,621,489 – D&#/&&T=<<=<&%=#U<=#S (171,320) (121,178) (120,684) (121,178) Balance as at December 31, 6,246,960 4,615,947 5,722,859 4,222,054

The revaluation reserve relates to revaluation of freehold land and buildings and represents the fair value changes of the land and buildings as at the date of revaluation.

The Bank carried out a revaluation of all its freehold lands and buildings as at December 31, 2014 and recognised Rs. 1,621.489 Mn. as revaluation surplus.

53.2 General Reserve

GROUP BANK 2014 2013 2014 2013 Rs. ’000 Rs. ’000 Rs. ’000 Rs. ’000

Balance as at January 01, 22,380,819 20,048,989 22,380,819 20,048,989 Transfer of primary dealer special risk reserve [Refer Note 51.2] 266,520 – 266,520 – Transfer of investment fund account [Refer Note 53.5] 5,227,139 – 5,227,139 – Transfers during the year 4,600,000 2,331,830 4,600,000 2,331,830 Balance as at December 31, 32,474,478 22,380,819 32,474,478 22,380,819

-%_`&%<=<&>&#T###&S<&>=#T### from the retained earnings account to the General Reserve account. The purpose of setting up the General Reserve is to meet potential future unknown liabilities.

53.3 Available-for-Sale Reserve

GROUP BANK 2014 2013 2014 2013 Rs. ’000 Rs. ’000 Rs. ’000 Rs. ’000

Balance as at January 01, 2,023,468 475,467 2,054,567 475,467 &T=<S)=Q<S=TT=U=Q&Q= 681,002 1,576,968 681,011 1,579,100 ‚Q=&#S)&T=U=&=T 31,099 (28,967) – – Balance as at December 31, 2,735,569 2,023,468 2,735,578 2,054,567

-%T=U=Q&Q=T%<<=T%S&T=<&=TT=U=Q&Q=<=<%T are derecognised or impaired. FINANCIAL REPORTS 366 Commercial Bank of Ceylon PLC Annual Report 2014

Notes to the Financial Statements

53.4 Foreign Currency Translation Reserve

GROUP BANK 2014 2013 2014 2013 Rs. ’000 Rs. ’000 Rs. ’000 Rs. ’000

Balance as at January 01, (393,758) (755,101) (406,925) (757,894) Net gains/(losses) arising from translating the Financial Statements of the foreign operation (60,430) 361,343 (57,151) 350,969 Balance as at December 31, (454,188) (393,758) (464,076) (406,925)

The foreign currency translation reserve comprises of all foreign currency differences arising from the translation of the Financial Statements of foreign operations.

"%‚S#%#=U=&%_`Œ_S=#%H#/Q$`$‚=>&% _`^=#%<>$`‚<%/%S<=S%#&%$&I= '#%$&'#H%%T^=#%TS/%S&%# -%/%S#&&S%=&%I=$`#=>&S<>=T ^%%=#&]<>

53.5 Investment Fund Reserve

GROUP BANK 2014 2013 2014 2013 Rs. ’000 Rs. ’000 Rs. ’000 Rs. ’000

Balance as at January 01, 4,838,693 2,846,935 4,838,693 2,846,935 Transfers during the year 388,446 1,991,758 388,446 1,991,758 Transfers to general reserve [Refer Note 53.2] (5,227,139) – (5,227,139) – Balance as at December 31, – 4,838,693 – 4,838,693

_`^]<#&!?&%=<=#&%>&=<"###-/"-=T#?&% U&/=<=#&%>&/&<###‹TI<#"<ŒI"&#&%> as per a proposal made in the Government Budget 2011. Since the above-mentioned three-year period has lapsed the Bank transferred the balance in the above reserve fund to the general reserve during 2014.

54. Non-Controlling Interest

Commercial Development Company PLC 2014 2013 Rs. ’000 Rs. ’000

Balance as at January 01, 38,778 32,141 '&%> 3,901 10,079 H%%T&/ 7,501 12 Dividends paid for the year (2,616) (2,616) D&#/&&Q]<T – (838) Balance as at December 31, 47,564 38,778 Annual Report 2014 Commercial Bank of Ceylon PLC 367 FINANCIAL REPORTS

Notes to the Financial Statements

55. Contingent Liabilities and Commitments In the normal course of business, the Bank makes various irrevocable commitments and incurs certain contingent liabilities with legal recourse to its customers. Even though these obligations may not be recognised on the date of the Statement of Financial Position, they do contain #`#%&&&%T==`=&%_`

GROUP BANK As at December 31, 2014 2013 2014 2013 Rs. ’000 Rs. ’000 Rs. ’000 Rs. ’000

Contingencies 244,635,833 223,122,029 244,635,833 223,122,029 Guarantees 31,068,055 26,393,171 31,068,055 26,393,171 Performance Bonds 12,038,017 8,975,403 12,038,017 8,975,403 Documentary Credits 25,286,563 20,795,460 25,286,563 20,795,460 Other contingencies [Refer Note 55.1] 176,243,198 166,957,995 176,243,198 166,957,995

Commitments 107,817,619 72,329,926 107,817,619 72,329,926 Undrawn commitments [Refer Note 55.2] 106,560,178 71,240,051 106,560,178 71,240,051 Capital commitments [Refer Note 55.3] 1,257,441 1,089,875 1,257,441 1,089,875 Total 352,453,452 295,451,955 352,453,452 295,451,955

55.1 Other Contingencies

GROUP BANK As at December 31, 2014 2013 2014 2013 Rs. ’000 Rs. ’000 Rs. ’000 Rs. ’000

ˆ+$![ 32,246,624 84,411,886 32,246,624 84,411,886 I^#/%S= 12,240,936 32,057,314 12,240,936 32,057,314 I^#/%S<% 20,005,688 52,354,572 20,005,688 52,354,572

Interest Rate Swap agreements/Currency Options: 97,645,723 50,592,865 97,645,723 50,592,865 Interest Rate Swaps – – – – Currency Options 97,645,723 50,592,865 97,645,723 50,592,865

Others: 46,350,851 31,953,244 46,350,851 31,953,244 Acceptances 20,880,240 17,682,089 20,880,240 17,682,089 Bills Sent for Collection 24,899,607 14,012,211 24,899,607 14,012,211 Stock of Travelers’ Cheques 476,369 258,944 476,369 258,944 Bullion on Consignment 94,635 – 94,635 – Sub total 176,243,198 166,957,995 176,243,198 166,957,995

55.2 Undrawn Commitments

GROUP BANK As at December 31, 2014 2013 2014 2013 Rs. ’000 Rs. ’000 Rs. ’000 Rs. ’000

On direct advances 72,366,848 54,249,566 72,366,848 54,249,566 On indirect advances 34,193,330 16,990,485 34,193,330 16,990,485 Sub total 106,560,178 71,240,051 106,560,178 71,240,051 FINANCIAL REPORTS 368 Commercial Bank of Ceylon PLC Annual Report 2014

Notes to the Financial Statements

55.3 Capital Commitments The Group has commitments for acquisition of Property, Plant & Equipment and intangible assets incidental to the ordinary course of business which have been approved by the Board of Directors, the details of which are as follows:

GROUP BANK As at December 31, 2014 2013 2014 2013 Rs. ’000 Rs. ’000 Rs. ’000 Rs. ’000

Commitments in relation to property, plant & equipment 1,226,843 1,021,392 1,226,843 1,021,392 Approved and contracted for 344,026 496,260 344,026 496,260 Approved but not contracted for 882,817 525,132 882,817 525,132

Commitments in relation to intangible assets 30,598 68,483 30,598 68,483 Approved and contracted for 30,598 68,483 30,598 68,483 Approved but not contracted for – – – – Sub total 1,257,441 1,089,875 1,257,441 1,089,875

55.4 Commitments of Subsidiaries and Associates

55.4 (a) Contingencies of Subsidiaries The Subsidiaries of the Group do not have any contingencies as at the Reporting date.

55.4 (b) Contingencies of Associates The Associates of the Group do not have any contingencies as at the Reporting date.

56. Net Assets Value Per Ordinary Share

GROUP BANK As at December 31, 2014 2013 2014 2013

Amounts used as the Numerator: Total equity attributable to equity holders of the Bank (Rs. ’000) 71,205,835 61,446,228 70,511,730 60,943,999

Number of Ordinary Shares used as the Denominator: Total number of shares 865,857,675 849,079,041 865,857,675 849,079,041 >|~ 82.24 72.37 81.44 71.78

57. Litigation Against the Bank Litigation is a common occurrence in the banking industry due to the nature of the business. The Bank has an established protocol for dealing with such legal claims. Pending legal claims where the Bank had already made provisions for possible losses in its Financial Statements or %=U=<>T%#S=<##U=^%_`#/%< ^&<%=K^T further adjustments are made to Financial Statements if necessary on the adverse effects of legal claims based on the professional advice obtained on the certainty of the outcome and also based on a reasonable estimate.

Set out below are unresolved legal claims against the Bank as at December 31, 2014 for which, adjustments to the Financial Statements have not been made due to the uncertainty of its outcome. (i) Court action has been initiated by a third party in District Court, Colombo proceeding number 0122/2009/DLM to claim the title of a property which has been mortgaged to the Bank by the present owner who is our customer, for several facilities granted. The value of action is Rs. 85.000 Mn. Court granted permission to proceed and thereafter the plaint was amended by the plaintiff. The plaintiff gave T#^=$ (ii) Court action has been initiated by a customer in High Court Civil Case number 236/2011/MR challenging the Bank for transferring a T%=%&=&%<<=&=&=>U#&%_`-%_`%/<#% transfer on the strength of a letter issued by the plaintiff who is now challenging the letter. The value of the action is Rs. 3.500 Mn. /=/#&B<! Annual Report 2014 Commercial Bank of Ceylon PLC 369 FINANCIAL REPORTS

Notes to the Financial Statements

(iii) Court action has been initiated by a customer in proceeding number 25831/MR to claim a sum of Rs. 2.880 Mn including the interest of an overdraft facility. The judgment was entered against the Bank in the District Court for Rs. 1.874 Mn. The Bank has appealed (Appeal )%$<<"S</#&@> (iv) Court action has been initiated by the plaintiff in the Commercial High Court of the Western Province case number 571/2008/MR to T%_`&/S%S%&=#&&#&%=&&<S{$«@S= made by the Bank in terms of a hedging agreement. Commercial High Court issued the judgment in favour of the Bank and dismissed =&&Œ=&¡<'=>%%-=S/=#/#&B< (v) Court action has been initiated by a third party in Colombo High Court proceedings number 112/2005 (1) to claim Rs. 5.584 Mn. plus Rs. 10.000 Mn. as damages for disposing of the shares owned by her which were held under lien to the Bank. Plaintiff alleges that the transaction has taken place without obtaining her consent. Judgment was delivered in favour of the Plaintiff. Bank has appealed to the $<<"=)S%¡<#S#=T#-%=&&%=#=&%<&~'#S "=_`%#S#<S<&‚@&T<&%=&&U=#=>%=#& the appeal by the Supreme Court. (vi) Court action has been initiated by a customer in Colombo High Court Case number 36/96 (1) to claim a sum of Rs. 183.050 Mn. on <&&^#/%SB<#S^#=T#&T<&%_`#S%=&&ŒU<%=&& %=#S%¡<#S%$<<"=!)-%=/#&S<@%! (vii) Court action has been initiated by a customer for Rs. 14.000 Mn. in District Court, Colombo proceeding number DMR 3/2014 to recover <&‚@=<#S%]<#^%&<#<=S<-=/#&"= T <%U#U><#S<U)=<&_D-!@/‚@ from the Bank for illegal withdrawal of money from their account by issuing cheques with forged signatures. The Bank refuses the claim of the customer as the Bank is of the view that it had acted in good faith, without negligence and also that the Bank is not responsible &>=<##<#]<>&%<>&%]<U`<#%</#&%/#& May 4, 2015.

58. Maturity Analysis (a) Group (i) Remaining contractual period to maturity as at the date of Statement of Financial Position of the assets employed by the Group is detailed below:

Up to 3 3 to 12 1 to 3 3 to 5 More than Total as at Total as at Months Months Years Years 5 Years 31.12.2014 31.12.2013 Rs. ’000 Rs. ’000 Rs. ’000 Rs. ’000 Rs. ’000 Rs. ’000 Rs. ’000

Interest earning assets: Financial Assets Cash and cash equivalents 3,601,722 – – – – 3,601,722 135,564 Balances with Central Banks 142,927 24,569 – – – 167,496 807 Placements with banks 13,450,661 1,057,200 – – – 14,507,861 4,131,814 H%=< held-for-trading 5,958,902 – – – – 5,958,902 6,044,652 Loans and receivables to other customers 206,471,775 92,420,724 114,995,160 57,546,738 26,731,022 498,165,419 410,935,979 Financial investments - Available-for-sale 14,825,840 43,160,275 30,542,371 72,261,471 52,591,431 213,381,388 131,707,597 Total interest earning assets as at 31.12.2014 244,451,827 136,662,768 145,537,531 129,808,209 79,322,453 735,782,788 – Total interest earning assets as at 31.12.2013 222,769,321 128,182,669 124,440,085 53,925,344 23,638,995 552,956,413 FINANCIAL REPORTS 370 Commercial Bank of Ceylon PLC Annual Report 2014

Notes to the Financial Statements

Up to 3 3 to 12 1 to 3 3 to 5 More than Total as at Total as at Months Months Years Years 5 Years 31.12.2014 31.12.2013 Rs. ’000 Rs. ’000 Rs. ’000 Rs. ’000 Rs. ’000 Rs. ’000 Rs. ’000

Non-interest earning assets: Financial Assets Cash and cash equivalents 17,020,056 – – – – 17,020,056 14,127,969 Balances with Central Banks 13,455,116 4,963,785 428,783 276,983 341,583 19,466,250 18,431,129 DTT=< 193,541 265,472 497 – – 459,510 837,694 H%=< held-for-trading 367,734 – – – – 367,734 334,406 Loans and receivables to banks – – 551,066 – – 551,066 546,270 Financial investments - Available-for-sale 613,440 – – 15,864 214,325 843,629 48,928

Non-Financial Assets Investments in associates – – – – 106,287 106,287 94,173 Property, plant & equipment – – – – 11,134,861 11,134,861 9,175,225 Intangible assets – – – – 856,230 856,230 477,728 Leasehold property – – – – 108,872 108,872 110,324 Other assets 6,567,455 206,471 481,335 987,110 2,318,059 10,560,430 9,424,248 Total non-interest earning assets as at 31.12.2014 38,217,342 5,435,728 1,461,681 1,279,957 15,080,217 61,474,925 Total non-interest earning assets as at 31.12.2013 32,736,057 5,886,851 1,337,899 730,707 12,916,580 53,608,094 Total assets - as at 31.12.2014 282,669,167 142,098,496 146,999,212 131,088,166 94,402,670 797,257,713 Total assets - as at 31.12.2013 255,505,378 134,069,520 125,777,984 54,656,051 36,555,575 606,564,507 Percentage - as at 31.12.2014(*) 35.46 17.82 18.44 16.44 11.84 100.00 Percentage - as at 31.12.2013(*) 42.12 22.10 20.74 9.01 6.03 100.00

(*) Total percentage of each maturity bucket out of total assets employed by the Group. Annual Report 2014 Commercial Bank of Ceylon PLC 371 FINANCIAL REPORTS

Notes to the Financial Statements

(ii) Remaining contractual period to maturity as at the date of Statement of Financial Position of the liabilities and shareholders’ funds employed by the Group is detailed below:

Up to 3 3 to 12 1 to 3 3 to 5 More than Total as at Total as at Months Months Years Years 5 Years 31.12.2014 31.12.2013 Rs. ’000 Rs. ’000 Rs. ’000 Rs. ’000 Rs. ’000 Rs. ’000 Rs. ’000

Interest-bearing liabilities: Financial Liabilities Due to banks 2,595,675 4,893,632 20,097 – 7,509,404 12,195,006 Due to other customers/Deposits from customers 322,082,257 134,418,721 12,675,981 6,566,010 8,602,013 484,344,982 415,328,039 Other borrowings 84,265,796 41,433,870 6,907,267 2,244,110 1,176,582 136,027,625 53,997,503 Subordinated liabilities 132,371 331,323 987,855 – 9,811,024 11,262,573 10,944,412 Total interest-bearing liabilities as at 31.12.2014 409,076,099 181,077,546 20,591,200 8,810,120 19,589,619 639,144,584 – Total interest-bearing liabilities as at 31.12.2013 304,889,324 141,552,936 14,342,812 11,467,136 20,222,752 492,464,960

Non-interest-bearing liabilities: Financial Liabilities Due to banks 18,159,621 – – – – 18,159,621 1,999,213 DTT=< 733,669 459,470 – – – 1,193,139 1,411,916 Due to other customers/Deposits from customers 44,921,666 – – – – 44,921,606 35,770,907

Non-Financial Liabilities </=U= 1,054,008 974,709 8,671 – – 2,037,388 1,780,867 D&#/=U= 241,710 229,570 722,301 1,209,746 472,872 2,876,199 1,763,414 Other provisions 1,874 – – – – 1,874 2,409 Other liabilities 9,276,201 4,504,379 2,381,158 558,205 949,960 17,669,903 9,885,815

Equity Stated capital – – – – 21,457,501 21,457,501 19,586,813 Statutory reserves – – – – 4,327,103 4,327,103 4,034,614 Retained earnings – – – – 4,418,412 4,418,412 4,359,632 Other reserves – – – – 41,002,819 41,002,819 33,465,169 Non-controlling interest 47,564 47,564 38,778 Total non-interest bearing liabilities as at 31.12.2014 74,388,689 6,168,127 3,112,130 1,767,951 72,676,231 158,113,129 Total non-interest-bearing liabilities as at 31.12.2013 46,840,608 2,180,945 1,639,486 765,427 62,673,081 114,099,547 Total liabilities and equity - as at 31.12.2014 483,464,789 187,245,674 23,703,330 10,578,071 92,265,850 797,257,713 Total liabilities and equity - as at 31.12.2013 351,729,932 143,723,881 15,982,298 12,232,563 82,895,833 606,564,507 Percentage - as at 31.12.2014(*) 60.64 23.49 2.97 1.33 11.57 100.00 Percentage - as at 31.12.2013(*) 57.99 23.69 2.63 2.02 13.67 100.00

(*) Total percentage of each maturity bucket out of total liabilities and shareholders’ funds employed by the Group.

(b) Bank Maturity analysis of the asset and liabilities of the Bank is given in Note 65 on ‘Financial Risk Review’ on page 394. FINANCIAL REPORTS 372 Commercial Bank of Ceylon PLC Annual Report 2014

Notes to the Financial Statements

59. Operating Segments The Group has the following strategic business divisions which are reportable segments. These divisions offer different products and services and are managed separately based on the Group’s management and internal reporting structure. -%&==^SU=%##=U=>&%S<ŒSU<#T&%>## DU#TS<&%>##DU

Retail Banking Corporate Banking International Operations Investment Banking Dealing/Treasury Total/Consolidated For the year ended 2014 2013 2014 2013 2014 2013 2014 2013 2014 2013 2014 2013 December 31, Rs. ’000 Rs. ’000 Rs. ’000 Rs. ’000 Rs. ’000 Rs. ’000 Rs. ’000 Rs. ’000 Rs. ’000 Rs. ’000 Rs. ’000 Rs. ’000

#$\! income: Net interest income 21,439,625 20,197,758 4,853,574 4,820,251 1,678,943 1,452,620 301,842 231,542 (954,160) (803,228) 27,319,824 25,898,943 IS/%S  186,537 319,911 169,464 145,046 452,274 455,442 – – 672,898 1,075,217 1,481,173 1,995,616 Net fees and commission income 2,897,758 2,490,385 1,423,382 1,281,801 522,241 471,843 – – 5,981 8,829 4,849,362 4,252,858 Other income 2,180,092 1,835,798 217,483 233,536 88,717 72,619 152,487 830,318 2,523,845 759,659 5,162,624 3,731,930 Eliminations/ unallocated 347,575 342,730 Total operating income 26,704,012 24,843,852 6,663,903 6,480,634 2,742,175 2,452,524 454,329 1,061,860 2,248,564 1,040,477 39,160,558 36,222,077 Credit loss / (3,447,804) (4,048,513) (1,111,385) (1,093,363) (339,060) (35,143) – – – – (4,898,249) (5,177,019) Net operating income 23,256,208 20,795,339 5,552,518 5,387,271 2,403,115 2,417,381 454,329 1,061,860 2,248,564 1,040,477 34,262,309 31,045,058 Segment result 11,372,329 10,073,230 5,829,292 5,606,741 2,457,544 1,911,800 398,534 948,090 920,663 495,852 20,978,362 19,035,713

{==#S/ (5,125,008) (4,350,080) '& 15,853,354 14,685,633 $%&&&/ 6,563 5,285 // (4,617,124) (4,117,461) Non-controlling interest (3,901) (10,079) >?#* of the parent 11,238,892 10,563,378 Annual Report 2014 Commercial Bank of Ceylon PLC 373 FINANCIAL REPORTS

Notes to the Financial Statements

Retail Banking Corporate Banking International Operations Investment Banking Dealing/Treasury Total/Consolidated As at 2014 2013 2014 2013 2014 2013 2014 2013 2014 2013 2014 2013 December 31, Rs. ’000 Rs. ’000 Rs. ’000 Rs. ’000 Rs. ’000 Rs. ’000 Rs. ’000 Rs. ’000 Rs. ’000 Rs. ’000 Rs. ’000 Rs. ’000

Other information Segment assets 211,546,670 181,619,318 182,635,036 152,747,967 51,555,583 46,175,311 10,184,101 4,902,005 311,035,860 192,541,792 766,957,250 577,986,393 Investment in associates – – – – – – 106,287 94,173 – – 106,287 94,173 Unallocated Assets – – – – – – – – – – 30,194,176 28,483,941 Total assets 211,546,670 181,619,318 182,635,036 152,747,967 51,555,583 46,175,311 10,290,388 4,996,178 311,035,860 192,541,792 797,257,713 606,564,507 Segment liabilities 254,588,314 219,338,258 102,815,075 87,885,244 42,361,090 36,258,425 10,290,388 4,996,178 311,035,860 192,541,792 721,090,727 541,019,897 Unallocated liabilities – – – – – – – – – – 4,913,587 4,059,604 Total liabilities 254,588,314 219,338,258 102,815,075 87,885,244 42,361,090 36,258,425 10,290,388 4,996,178 311,035,860 192,541,792 726,004,314 545,079,501 Information on + % ^ from operating activities 111,174,633 66,345,141 (6,853,886) (10,528,327) 2,459,720 1,421,827 887,815 (623,719) (88,902,894) (65,138,079) 18,765,388 (8,523,157) % ^ from investing activities – – – – – – (6,795,464) (1,025,995) (6,795,464) (1,025,995) % ^ &S activities (618,493) 9,108,100 – – – – – – (130,697) (132,645) (749,190) 8,975,455 =/#< – – Property, plant & equipment (1,038,931) (925,721) Intangible assets (144,494) (119,903) Eliminations/unallocated (3,679,064) (3,869,351) > +!! 6,358,245 (5,488,672) FINANCIAL REPORTS 374 Commercial Bank of Ceylon PLC Annual Report 2014

Notes to the Financial Statements

60. Related Party Disclosures -%_`#<%#><&U<Œ=S%U=^%^%## ‚=#'%$`"<S$## Š"$‹‚=#'>D=<Œ/&%%%Š> Management Personnel (KMPs) have availed under schemes uniformly applicable to all staff at concessionary rates.

60.1 Parent and Ultimate Controlling Party -%_`#%T#U=&^

60.2 Transactions with Key Management Personnel (KMPs) Key Management Personnel are those persons having authority and responsibility for planning, directing and controlling the activities of the entity directly or indirectly.

KMPs of the Bank -%_#&D=<#S/<T#Q/<T&%_`%U=#Š@'&%_`

KMPs of the Group As the Bank is the ultimate parent of the Subsidiaries listed out on page 408, the Board of Directors of the Bank has the authority and responsibility for planning, directing and controlling the activities of the Group directly or indirectly. Accordingly, the Board of Directors of the _`=<#S/<T#Q/<T=Š@'&%}<-%&&^%=>D&%=>

For the year ended December 31, 2014 2013 Rs. ’000 Rs. ’000

60.2.1.1 Compensation of KMPs – Bank $%=>U 110,065 96,115 'Q=>U 7,010 5,463 Total 117,075 101,578

60.2.1.2 Compensation of KMPs – Group $%=>U 110,505 96,437 'Q=>U 7,010 5,463 Total 117,515 101,900

##%UT%_`)}<T#Q%U%Š@'

60.2.2 Transactions, Arrangements and Agreements Involving KMPs, and their CFMs I@&Š@'%&=>U^%>U/# <U <#U>%Š@'%#=S^%%> They may include KMPs domestic partner and children, children of the KMPs domestic partner and dependents of the KMP or the KMPs domestic partner. Annual Report 2014 Commercial Bank of Ceylon PLC 375 FINANCIAL REPORTS

Notes to the Financial Statements

60.2.2.1 Statement of Financial Position – Bank Year-end Balance Average Balance As at December 31, 2014 2013 2014 2013 Rs. ’000 Rs. ’000 Rs. ’000 Rs. ’000

Loans and advances 7,750 3,135 4,622 4,348 Credit cards 2 8 249 296 Total 7,752 3,143 4,871 4,644

Deposits 52,134 70,653 63,999 64,168 Securities sold under re-purchase agreements 27,630 17,174 25,610 18,307 Total 79,764 87,827 89,609 82,475

60.2.2.2 Commitments and Contingencies – Bank Undrawn facilities 10,089 4,564 6,086 5,643 Total 10,089 4,564 6,086 5,643

60.2.2.3 Direct and Indirect Accommodation – Bank Direct and indirect accommodation as a percentage of the Bank’s Regulatory Capital 0.02% 0.01%

No impairment losses have been recorded against balances outstanding with KMPs and CFMs.

60.2.2.4 Income Statement

For the Year Ended December 31, 2014 2013 Rs. ’000 Rs. ’000

Interest income 291 424 / 6,553 8,490 Other income 80 69 Compensation to KMPs [Refer Notes 60.2.1.1 and 60.2.1.2] 117,075 101,578

60.2.2.5 Share-Based Benefits to KMPs As at the Year End 2014 2013

Number of ordinary shares held 619,454 1,114,056 Dividends paid (in Rs. ’000) 7,741 7,120 <U&<<=T/U=<#% Employee Share Option Plan (ESOP) 2008 - Tranche I 50,231 101,087 Tranche II 148,016 55,076 Tranche III 103,736 60,512 FINANCIAL REPORTS 376 Commercial Bank of Ceylon PLC Annual Report 2014

Notes to the Financial Statements

60.3 Transactions with Group Entities The Group entities include the Subsidiaries and Associates of the Bank.

60.3.1 Transactions with Subsidiaries

60.3.1.1 Statement of Financial Position

Year-end balance Average balance 2014 2013 2014 2013 Rs. ’000 Rs. ’000 Rs. ’000 Rs. ’000

Assets Loans and advances 586,800 – 213,738 1,478 Lease receivable 2,205 16,965 7,128 32,736 Other receivables 85,685 75,540 80,613 70,813 Impairment for other receivables (51,398) (41,036) (46,217) (34,632) Total 623,292 51,469 255,262 70,395

Liabilities Deposits 94,896 53,937 80,391 60,395 Securities sold under re-purchase agreements 173,457 175,672 161,516 174,998 Other 19,289 15,686 17,487 18,975 Total 287,642 245,295 259,394 254,368

60.3.1.2 Commitments and Contingencies Undrawn facilities 100,000 – 25,339 15,638 Total 100,000 – 25,339 15,638

60.3.1.3 Direct and Indirect Accommodation Direct and indirect accommodation as a percentage of the Bank’s Regulatory Capital 1.00% 0.03%

60.3.1.4 Income Statement For the Year Ended December 31, 2014 2013 Rs. ’000 Rs. ’000

Interest income 17,608 7,244 / 35,080 23,550 Other income 70,482 70,465 Impairment charges 10,362 12,809 3/# 379,463 345,007

60.3.1.5 Other Transactions Payments made to ONEzero Company Ltd. in relation to purchase of computer hardware and software 30,312 29,327 Annual Report 2014 Commercial Bank of Ceylon PLC 377 FINANCIAL REPORTS

Notes to the Financial Statements

60.3.2 Transactions with Associates

60.3.2.1 Statement of Financial Position Year-end Balance Average Balance 2014 2013 2014 2013 Rs. ’000 Rs. ’000 Rs. ’000 Rs. ’000

Assets Loans and advances – 11 227 22 Lease receivables 127 1,010 393 3,988 Total 127 1,021 620 4,010

Liabilities Deposits 22,331 78,600 25,900 43,087 Securities sold under repurchase agreements 5,771 6,840 490 14,300 Total 28,102 85,440 26,390 57,387

60.3.2.2 Direct and Indirect Accommodation Direct and Indirect Accommodation as a % of the Bank’s Regulatory Capital 0.00% 0.00%

60.3.2.3 Income Statement For the Year Ended December 31, 2014 2013 Rs. ’000 Rs. ’000

Interest income 104 615 / 1,627 6,112 Other income 19,003 20,975

60.3.2.4 Other Transactions Number of ordinary shares of the Bank held by the associates as at the year end 4,485 4,408 Dividend paid (Rs. ’000) 29 28

60.4 Transactions with Other Related Entities H%=#=<#ST%#T#<=%%T=¡=S <Q =>U=&%_`Œ=>

60.4.1 Transactions with the Post-Employment Benefit Plans for the Employees of the Bank

60.4.1.1 Statement of Financial Position Year-end Balance Average Balance 2014 2013 2014 2013 Rs. ’000 Rs. ’000 Rs. ’000 Rs. ’000

Assets Loans and Advances – – – – Total – – – –

Liabilities Deposits 4,293,158 2,296,724 2,559,011 1,512,629 Securities sold under re-purchase agreements 1,171 60,042 769 11,906 Total 4,294,329 2,356,766 2,559,780 1,524,535 FINANCIAL REPORTS 378 Commercial Bank of Ceylon PLC Annual Report 2014

Notes to the Financial Statements

60.4.1.2 Income Statement For the Year Ended December 31, 2014 2013 Rs. ’000 Rs. ’000

Interest income – – / 280,831 197,602 U<#)/#U>%_` 901,433 795,675

61. Non-Cash Items Included in Profit Before Tax

GROUP BANK As at December 31, 2014 2013 2014 2013 Rs. ’000 Rs. ’000 Rs. ’000 Rs. ’000

Depreciation of property, plant and equipment 1,087,175 717,583 1,026,730 786,024 Amortisation of leasehold property 1,452 1,452 942 942 Amortisation of intangible assets 173,373 149,347 172,874 149,291 Impairment losses on loans and advances 4,898,249 5,177,019 4,879,606 5,177,019 Other impairment – – 39,149 26,993 U<##U=Q{&<##% 164,438 165,791 157,687 160,113 Provision made o/a of leave encashment 54,860 151,592 54,860 151,592 3&&&/%ST>=#]< 1,833 (9,091) 311 (7,607) 3&&&/%STSU= 1,069 (1,011) 8 (397) 3&&&/%ST##U= (381) 7,294 (381) 7,294 3&&&/%ST 207 (3,701) 207 (3,701) &&&/%ST/=U=> (1,836) 42,772 (1,836) 42,772 =/#^%%=#S/# (1,207,034) (986,496) (1,204,986) (984,011) Total 5,259,655 5,768,801 5,211,421 5,862,574

62. Change in Operating Assets

)##TT=< (378,184) (513,401) (378,184) (513,401) Net (increase)/decrease in balances with Central Banks 1,201,810 263,897 1,201,810 263,897 Net (increase)/decrease in placements with banks 10,376,047 (12,031,156) 10,376,047 (12,031,156) )#%=Q%=#Q&Q#S (85,750) 326,419 (85,750) 326,419 Net (increase)/decrease in loans and receivables to banks 3,303 (82,490) 4,796 (82,490) Net (increase)/decrease in loans and receivables to customers 85,148,527 50,191,461 85,666,925 42,180,694 )#=TQT=U=Q&Q= 80,435,091 64,263,967 80,434,686 72,232,451 Net (increase)/decrease in other assets 1,111,827 357,539 1,125,449 363,768 Total 177,812,671 102,776,236 178,345,779 102,740,182 Annual Report 2014 Commercial Bank of Ceylon PLC 379 FINANCIAL REPORTS

Notes to the Financial Statements

63. Change in Operating Liabilities

GROUP BANK As at December 31, 2014 2013 2014 2013 Rs. ’000 Rs. ’000 Rs. ’000 Rs. ’000

Net increase/(decrease) in due to banks 10,436,070 9,300,274 11,066,757 9,300,274 )##TT=< (218,777) 1,327,625 (218,777) 1,327,625 Net increase/(decrease) in deposits from banks, customers and debt securities issued 78,167,642 60,530,264 78,208,561 60,541,375 Net increase/(decrease) in other borrowings 82,030,122 6,561,938 82,027,907 6,590,356 Net increase/(decrease) in other provisions (535) – (535) – Net increase/(decrease) in other liabilities 7,453,105 (837,271) 7,393,572 (837,156) Net increase/(decrease) in due to Subsidiaries – – 3,603 (6,578) Total 177,867,627 76,882,830 178,481,088 76,915,896

64. Operating Leases 64.1 Operating Lease Commitments (Payables) -%}<%=#<U&&<#S=-%=%TTS=&&U^%T> S=<#=<U=<^#T&%=>#U `#-% no restrictions placed upon the Group by entering into these leases.

Future minimum rentals payable under non-cancellable operating leases are as follows:

GROUP BANK As at December 31, 2014 2013 2014 2013 Rs. ’000 Rs. ’000 Rs. ’000 Rs. ’000

Less than one year 510,968 470,050 507,386 572,831 _^#T> 1,400,091 1,380,118 1,395,852 1,380,118 @%T> 686,146 789,219 686,146 789,219 Total 2,597,205 2,639,387 2,589,384 2,742,168

64.2 Operating lease commitments (Receivables) The Group has entered into commercial property leases on its own properties, mainly consisting of areas not currently occupied by the U%S=<#=<U=<^#T&=#U `# -%=%TTS=&&U^%T>-%=#<%}<U>S%=

Future minimum rentals receivable under non-cancellable operating leases are as follows:

GROUP BANK As at December 31, 2014 2013 2014 2013 Rs. ’000 Rs. ’000 Rs. ’000 Rs. ’000

Less than one year 7,579 11,250 6,679 8,680 _^#T> 7,940 15,519 7,445 14,124 @%T> – – – – Total 15,519 26,769 14,124 22,804 FINANCIAL REPORTS 380 Commercial Bank of Ceylon PLC Annual Report 2014

Notes to the Financial Statements

65. Financial Risk Review "]<#U>%T&%$I‚$‹I=<D=<Œ%&U<%_`Œ/< =`#%_`ŒS&=

For Information on the Bank’s Financial Risk Management Framework Page No.

' 65.1 Credit Risk 65.1.1 Credit Quality Analysis 381 65.1.2 Impaired Loans and Receivables and Investment Debt Securities 388 65.1.3 Collateral Held 388 65.1.4 Concentrations of Credit Risk 389 65.1.5 3/<{#< 393

65.2 Liquidity Risk 65.2.1 3/<]<#>‚` 393 65.2.2 Maturity Analysis of Financial Assets and Financial Liabilities 394 65.2.3 Liquidity Reserves 397 65.2.4 Financial Assets Available to Support Future Funding 397

65.3 Market Risk 65.3.1 3/<@`‚`Q-#S#Q-#S'&= 398 65.3.2 3/<‚‚`Q$T>"=> 399 65.3.3 3/<<>‚`QQ-#S'&= 402 65.3.4 3/<3]<>'‚` 403

65.4 Operational Risk 65.5 Capital Management 65.5.1 Regulatory Capital 404 65.5.2 Capital Allocation 405

Introduction "=#>%_`/#T<>&`=<#S#`=]<#>#=`^%% inherent in the Bank’s activities. Managing these risks is critical for the sustainability of the Bank and plays a pivotal role in all activities of the Bank. Risk management function strives to identify potential risks in advance, analyse them and take precautionary steps to mitigate the impact of risk whilst optimising through risk adjusted returns within the risk appetite of the Bank.

Risk Management Framework The overall responsibility and oversight of the risk management framework of the Bank is vested with the Board of Directors (BOD). The Board Integrated Risk Management Committee (BIRMC) a mandatory Sub-Committee set-up by the Board, in turn is entrusted with development &%_`Œ`S=#S&#<=&%

-%`S===<%`&%_`#%#`/<=#= #%%=&-%'=#>T^#S<==> %%SS`##%#< and services offered.

The Bank strives to inculcate a risk management culture through continuous training, work ethics and standards.

Refer Note 3 on page 281 for more information on the risk management framework of the Bank. Annual Report 2014 Commercial Bank of Ceylon PLC 381 FINANCIAL REPORTS

Notes to the Financial Statements

Integrated Risk Management Department (IRMD) Business units are the risk owners and have the primary responsibility for risk management. The IRMD acts as the second line of defense in managing the risk. The IRMD through Chief Manager - Risk reports to BIRMC thus ensuring its independence.

Risk Measurement and Reporting The Bank uses robust risk measurement techniques based on the type of risk and industry best practices. The Bank also carries out Stress Testing which is a key aspect of the Internal Capital Adequacy Assessment Process (ICAAP) and the risk management framework and provides S%%&/U<=<U=%_`Œ`=-%<=#%3‚@#%_‚@ periodic basis.

-%_`U=%==#%%=#^%%`-%= %U<S>#`T& the Bank as well as the level of risk that the Bank is willing to accept (risk appetite). The monitoring and control mechanism therefore is based on risk appetite of the Bank.

65.1 Credit Risk -%==<=S&U^<>=<&=S#=>S<=U=S referred to as credit risk. It arises principally from the Bank’s loans and receivables to banks and other customers and investments in debt <##%#`&#&<#S/<_=$%/<#=U=<%&# }<=^<=#/%_`#`

-%_`##=#===&#`/<<%#T#<=U=S#&<=`<># risks) to ensure stringent credit risk management.

65.1.1 Credit Quality Analysis 65.1.1 (a) Maximum Exposure to Credit Risk -%U=U=^<&U<%/</<#`=<#S&&QU=%/<U`#^U>`S# and the related provision for impairment made by the Bank against those assets.

Note Loans and Receivables to Loans and Receivables Financial Investments Lending Commitments and Other Customers to Banks Financial Guarantees As at December 31, 2014 2013 2014 2013 2014 2013 2014 2013 Rs. ’000 Rs. ’000 Rs. ’000 Rs. ’000 Rs. ’000 Rs. ’000 Rs. ’000 Rs. ’000

]$#$ Credit Risk Carrying amount 30-33, 55 497,065,787 410,951,440 551,066 546,270 220,535,006 138,135,583 – – Amount Committed/ Guarantees – – – – – – 351,196,011 294,362,080

At Amortised Cost Government Securities (Risk Free Investments) 82,048,277 52,055,196 – – – – – – Rating 0-4: Investment Grade(*) 232,627,091 189,905,906 551,066 546,270 – – – – Rating 5-6: Moderate Risk 177,468,590 164,685,855 – – – – – – Rating S: High Risk 2,791,464 2,142,597 – – – – – – ‚SQ3/‚` 19,086,939 17,949,054 – – – – – – Gross carrying amount 514,022,361 426,738,608 551,066 546,270 – – – – Less: Provision for impairment (individual and collective) 16,956,574 15,787,168 – – – – – – Net carrying amount 31, 32 497,065,787 410,951,440 551,066 546,270 – – – –

(*) Investment grade also includes Cash, Gold. FINANCIAL REPORTS 382 Commercial Bank of Ceylon PLC Annual Report 2014

Notes to the Financial Statements

Note Loans and Receivables to Loans and Receivables Financial Investments Lending Commitments and Other Customers to Banks Financial Guarantees As at December 31, 2014 2013 2014 2013 2014 2013 2014 2013 Rs. ’000 Rs. ’000 Rs. ’000 Rs. ’000 Rs. ’000 Rs. ’000 Rs. ’000 Rs. ’000

Available-for-sale Government Securities (Risk Free Investments) – – – – 205,160,033 123,597,457 – – Rating 0-4: Investment Grade – – – – 843,630 190,584 – – Rating 5-6: Moderate Risk – – – – 8,204,707 7,968,484 – – Rating S: High Risk – – – – – – – – ‚SQ3/‚` – – – – – – – – Gross/net carrying amount 33 – – – – 214,208,370 131,756,525 – –

ˆ|! X Government Securities (Risk Free Investments) – – – – 2,423,272 4,058,644 – – Rating 0-4: Investment Grade – – – – 367,732 334,407 – – Rating 5-6: Moderate Risk – – – – 3,535,632 1,986,007 – – Rating S: High Risk – – – – – – – – ‚SQ3/‚` – – – – – – – – Gross/net carrying amount 30 6,326,636 6,379,058 Total net carrying amount 497,065,787 410,951,440 551,066 546,270 220,535,006 138,135,583 – –

Off-Balance Sheet(**) ]$#$ Lending Commitments Rating 0-6: Investment Grade to Moderate Risk – – – – – – 106,560,178 71,240,051 Financial Guarantees Rating 0-6: Investment Grade to Moderate Risk – – – – – – 244,635,833 223,122,029 -=/< 55 – – – – – – 351,196,011 294,362,080

(**) Amounts reported above do not include Capital Commitments Disclosed in the Note 55 on ‘Contingent Liabilities and Commitments’ on page 367. Annual Report 2014 Commercial Bank of Ceylon PLC 383 FINANCIAL REPORTS

Notes to the Financial Statements

65.1.1 (b) Age Analysis by Class of Financial Assets -%/</<#`&=&=U>`S#U>SSTU=^

Loans and Receivables to Loans and Receivables Financial Investment Lending Commitments and Other Customers to Banks Financial Guarantees As at December 31, 2014 2013 2014 2013 2014 2013 2014 2013 Rs. ’000 Rs. ’000 Rs. ’000 Rs. ’000 Rs. ’000 Rs. ’000 Rs. ’000 Rs. ’000

Government Securities (Risk Free investments) 82,048,277 52,055,196 – – 207,583,305 127,656,101 – – Gross carrying amount 82,048,277 52,055,196 – – 207,583,305 127,656,101 – –

Neither Past Due Nor Individually Impaired Rating 0-4: Investment grade 232,483,081 189,803,544 551,066 546,270 1,211,362 524,991 141,026,873 122,187,912 Rating 5-6: Moderate risk 176,917,981 164,134,382 – – 11,740,339 9,954,491 210,169,138 172,174,168 Gross carrying amount 409,401,062 353,937,926 551,066 546,270 12,951,701 10,479,482 351,196,011 294,362,080

Past Due But Not Individually Impaired Less than 3 months 3,705,964 3,573,745 – – – – – – 3 to 6 months 1,868,823 1,047,562 – – – – – – 6 to 12 months 1,297,997 1,699,939 – – – – – – 12 to 18 months 1,326,904 1,177,750 – – – – – – More than 18 months 7,824,652 6,443,466 – – – – – – Gross carrying amount 16,024,340 13,942,462 – – – – – –

Individually Impaired Less than 3 months 266,435 274,438 – – – – – – 3 to 6 months 1,007,795 611,771 – – – – – – 6 to 12 months 148,659 1,121,260 – – – – – – 12 to 18 months 734,831 417,687 – – – – – – More than 18 months 4,390,962 4,377,868 – – – – – – Gross carrying amount 6,548,682 6,803,024 – – – – – – Total gross carrying amount 514,022,361 426,738,608 551,066 546,270 220,535,006 138,135,583 351,196,011 294,362,080

Provisional for Impairment Individual 4,334,587 4,204,654 – – – – – – Collective 12,621,987 11,582,514 – – – – – – Total Provision for impairment 16,956,574 15,787,168 – – – – – – Total net carrying amount 497,065,787 410,951,440 551,066 546,270 220,535,006 138,135,583 351,196,011 294,362,080

-%%#=S>&%/=#%S FINANCIAL REPORTS 384 Commercial Bank of Ceylon PLC Annual Report 2014

Notes to the Financial Statements

65.1.1 (c) Credit Risk Exposure for Each Internal Credit Rating Through adoption of a robust risk grading system that falls in line with Basel requirements, the Bank maintains accurate and consistent risk ratings across the credit portfolio in accordance with the established policy framework to ensure the quality of its credit portfolio. The risk S&^`&T=S&T>S#S&`#&#SH&T=<%T==`= &<#TU=`<#Q&&=T#=&%@S%#/< across all lines of business, geographic regions and products. The risk ratings of the borrowers are reviewed at least annually or more &]<=>#S`=&%<

The Bank’s internal credit rating of the loans and receivables to banks and loans and receivables to other customers together with historical default rates and respective gross carrying amounts are given in the table below:

As at December 31, 2014 2013 Bank’s Internal Credit Rating Historical Default Gross Carrying Historical Default Gross Currying Rates Amount Rates Amount % Rs. ’000 % Rs. ’000

/^/' Government Guaranteed – 82,048,277 – 52,055,196 Gold 15.77 2,348,767 28.74 7,069,762

Investment Grade Rating - 0 0.15 49,585,111 0.08 26,787,105 Rating - 1 0.40 5,432,532 0.70 7,201,587 Rating - 2 0.39 17,259,834 0.52 14,240,462 Rating - 3 0.59 50,123,205 0.70 42,328,959 Rating - 4 0.31 107,733,631 0.31 92,175,669

Moderate Risk Rating - 5 0.88 154,362,496 1.09 139,356,308 Rating - 6 1.68 22,555,485 1.79 24,778,073

^+/' High Risk Rating - S 25.27 2,593,132 26.30 1,926,738

#$ Rating - 7 58.02 1,854,792 58.47 2,171,596 Rating - 8 69.04 1,774,810 74.49 1,623,325 Rating - 9 100.00 9,801,607 100.00 8,220,804

' Individually Impaired(*) – 6,548,682 – 6,803,024 Total – 514,022,361 – 426,738,608

(*) Default rates are not calculated for individually impaired loans and receivables. Annual Report 2014 Commercial Bank of Ceylon PLC 385 FINANCIAL REPORTS

Notes to the Financial Statements

65.1.1 (d) Credit Quality by Class of Financial Assets -%U=U=^%^%#]<=>U>%=&&===/##`U#%_`Œ= credit rating.

As at December 31, 2014 Neither Past Due Nor Individually Impaired Note Government Investment Moderate Risk Past Due But Not Individually Total Guarantee Grade Individually Impaired Impaired Rs. ’000 Rs. ’000 Rs. ’000 Rs. ’000 Rs. ’000 Rs. ’000

Cash and cash equivalents 26 – 20,591,867 – – – 20,591,867 Balances with Central Banks 27 19,633,746 – – – – 19,633,746 Placements with banks 28 – 14,507,861 – – – 14,507,861 DTT=< 29 – 459,510 – – – 459,510 H%=<Q held-for-trading 30 2,423,272 367,732 3,535,632 – – 6,326,636 Loans and receivables to banks 31 – 551,066 – – – 551,066 Loans and receivables to other customers 32 82,048,277 231,625,228 174,801,951 6,376,232 2,214,099 497,065,787 Corporate banking 82,048,277 138,816,911 62,137,988 453,448 759,582 284,216,206 Amortised cost 82,048,277 139,309,401 63,295,940 868,904 2,615,388 288,137,910 Less-provision for impairment – 492,490 1,157,952 415,456 1,855,806 3,921,704 Personal banking – 92,808,317 112,663,963 5,922,784 1,454,517 212,849,581 Amortised cost – 93,173,680 113,622,041 15,155,436 3,933,294 225,884,451 Less-provision for impairment – 365,363 958,078 9,232,652 2,478,777 13,034,870 Financial investments - Available-for-sale 33 205,160,033 843,630 8,204,707 – – 214,208,370 Government Securities 205,160,033 – 8,204,707 – – 213,364,740 Equity Securities - Quoted shares – 185,132 – – – 185,132 Equity Securities - Unquoted shares – 45,057 – – – 45,057 Investment in unit trust – 613,441 – – – 613,441 Total 309,265,328 268,946,894 186,542,290 6,376,232 2,214,099 773,344,843

D&‹'D<ŒQ-%_`#%><<==##>U>#%<=#<#‹'D<Œ

(*) Investment in Sri Lanka Development Bonds and Securities purchased under re-sale agreements included. FINANCIAL REPORTS 386 Commercial Bank of Ceylon PLC Annual Report 2014

Notes to the Financial Statements

As at December 31, 2013 Neither Past Due Nor Individually Impaired Note Government Investment Moderate Risk Past Due But Not Individually Total Guarantee Grade Individually Impaired Impaired Rs. ’000 Rs. ’000 Rs. ’000 Rs. ’000 Rs. ’000 Rs. ’000

Cash and cash equivalents 26 – 14,261,549 – – – 14,261,549 Balances with Central Banks 27 18,431,936 – – – – 18,431,936 Placements with banks 28 – 4,131,814 – – – 4,131,814 DTT=< 29 – 837,694 – – – 837,694 H%=<Q held-for-trading 30 4,058,644 334,407 1,986,007 – – 6,379,058 Loans and receivables to banks 31 – 546,270 – – – 546,270 Loans and receivables to other customers 32 52,055,196 188,121,998 162,678,291 5,497,584 2,598,371 410,951,440 Corporate banking 52,055,196(*) 119,616,050 51,951,240 270,864 1,014,209 224,907,559 Amortised cost 52,055,196 120,812,047 52,332,386 828,160 3,092,875 229,120,664 Less - provision for impairment – 1,195,997 381,146 557,296 2,078,666 4,213,105 Personal banking – 68,505,948 110,727,051 5,226,720 1,584,162 186,043,881 Amortised cost – 68,991,497 111,801,996 13,114,301 3,710,150 197,617,944 Less - provision for impairment – 485,549 1,074,945 7,887,581 2,125,988 11,574,063 Financial investments - Available-for-sale 33 123,597,457 190,584 7,968,484 – – 131,756,525 Government Securities 123,597,457 – 7,968,484 – – 131,565,941 Quoted shares – 145,492 – – – 145,492 Unquoted shares – 45,092 – – – 45,092 Investment in unit trust – – – – – – Total 198,143,233 208,424,316 172,632,782 5,497,584 2,598,371 587,296,286

D&‹'D<ŒQ-%_`#%><<==##>U>#%<=#<#‹'D<Œ (*) Investment made in Sri Lanka Development Bonds and Securities purchased under re-sale agreements included. Annual Report 2014 Commercial Bank of Ceylon PLC 387 FINANCIAL REPORTS

Notes to the Financial Statements

65.1.1 (e) Trading Assets Held-for-Trading Investments in Debt and Equity Securities -%U=U=^<%#]<=>&#U#]<><=#%=#Q&Q#SDU<=<#T made by the Bank in Government Securities of Sri Lanka and Bangladesh. The analysis of equity securities is based on Fitch Rating Nomenclature or Equivalent Ratings, where applicable.

As at December 31, Note 2014 2013 Rs. ’000 Rs. ’000

Government Securities Government Securities – Sri Lanka Treasury bills 781,287 2,946,147 Treasury bonds 1,641,985 1,112,497

Government Securities – Bangladesh Treasury bills 3,442,876 1,842,431 Treasury bonds 92,756 143,576

Total - Government securities 5,958,904 6,044,651

Equity Shares Rated AAA 58,063 73,311 Rated AA- to AA+ 5,923 4,310 Rated A to A+ 41,018 16,316 Rated BBB+ 7,545 4,413 Unrated 255,183 236,057 Total - Equity securities 367,732 334,407 Total 30 6,326,636 6,379,058

Credit Exposure Arising from Derivative Transactions #`S&#TT=<>=#%^%T&T=<#%$& I='~%S=##TT%_`=/#=`US%`%<>&=#=T the counter value. -%U=U=^%^=>&#/<S&#TT=#=U=DU

Derivative Type Total Forward SWAPS Spot Notional Fair Notional Fair Notional Fair Notional Fair Amount Value Amount Value Amount Value Amount Value Rs. ’000 Rs. ’000 Rs. ’000 Rs. ’000 Rs. ’000 Rs. ’000 Rs. ’000 Rs. ’000

DTT= 60,511,385 459,510 20,358,635 233,300 37,306,791 222,533 2,845,959 3,677 DTT==U= 69,110,246 (1,193,139) 8,222,097 (368,886) 60,338,932 (823,596) 549,217 (657)

Note 1 Z"" by counterparty type With Banks 45,727,744 279,671 6,328,908 54,701 37,306,791 222,533 2,092,045 2,437 Other customers 14,783,641 179,839 14,029,727 178,599 – – 753,914 1,240 60,511,385 459,510 20,358,635 233,300 37,306,791 222,533 2,845,959 3,677

Note 2 Z"" by counterparty type With Banks 64,423,203 (848,596) 3,747,560 (24,499) 60,338,932 (823,596) 336,711 (501) Other customers 4,687,043 (344,543) 4,474,537 (344,387) – – 212,506 (156) 69,110,246 (1,193,139) 8,222,097 (368,886) 60,338,932 (823,596) 549,217 (657) FINANCIAL REPORTS 388 Commercial Bank of Ceylon PLC Annual Report 2014

Notes to the Financial Statements

65.1.2 Impaired Loans and Receivables and Investment Debt Securities The table below sets out a reconciliation of changes in the carrying amount of individually impaired loans and receivables:

As at December 31, 2014 2013 Rs. ’000 Rs. ’000

Impaired loans and receivables to other customers as at January 01, 2,598,374 2,569,121 ^=>=##=#TU=#<S%> 628,790 1,226,078 Net change in already impaired loans and receivables during the year (100,073) (781,949) Net payment, write-off and recoveries and other movement during the year (912,992) (414,876) Impaired loans and receivables to customers as at December 31, 2,214,099 2,598,374

No impairment provision has been made for investment in debt securities as at December 31, 2014 (2013 - nil).

I%#=S>&%&&=##S

For details of provision for impairment for loans and receivables to banks and loans and receivable to other customers, refer Notes 31 and 32 on page 322.

Set out below is an analysis of the gross and net carrying amounts of individually impaired loans and receivables to customers by risk rates:

As at December 31, 2014 2013 Loans and Receivable to Customers Loans and Receivable to Customers Gross Net Gross Net Rs. ’000 Rs. ’000 Rs. ’000 Rs. ’000

Rating 0-4: Investment Grade 144,010 103,374 102,363 47,120 Rating 5-6: Moderate Risk 550,610 335,272 551,473 250,186 Rating S: High Risk 198,333 184,071 215,859 125,665 ‚SQ3/‚` 5,655,729 1,591,382 5,933,329 2,175,403 6,548,682 2,214,099 6,803,024 2,598,374

65.1.3 Collateral Held Loan to Value Ratio of Residential Mortgage Lending -%U=U=^#/<&SS=##T=<U>S&=QQT=<- LTV is calculated as the ratio of the gross amount of the loan to the value of the collateral which is also used for the computation of Capital Adequacy Ratios. The value of the collateral for residential mortgage loans are based on the forced sale value determined by professional valuers.

As at December 31, 2014 2013 LTV Ratio Rs. ’000 Composition (%) Rs. ’000 Composition (%)

Less than 50% 4,351,805 24.04 3,270,031 24.72 51 - 70% 4,690,017 25.90 3,622,301 27.39 71 - 90% 5,244,165 28.96 3,614,301 27.33 91 - 100% 821,071 4.53 722,516 5.46 More than 100%* 3,001,235 16.57 1,996,500 15.10 18,108,293 100.00 13,225,649 100.00 j-&%?^#<% #<<=#&

Assets Obtained by taking the Possession of Collaterals ‚&===#/<^%#T%#<-%# disposed, in an orderly and transparent manner and the proceeds are used to reduce or recover the outstanding claim. Annual Report 2014 Commercial Bank of Ceylon PLC 389 FINANCIAL REPORTS

Notes to the Financial Statements

65.1.4 Concentrations of Credit Risk By setting various concentration limits under different criteria within the established risk appetite framework (i.e., single borrower/group, #<>#<<>#<>%_`<%U==T=&`#T# SSU-%=<<=>###==>T^#U>%#'=>%3/<TS# Risk Management Committee and the Board Integrated Risk Management Committee, to capture the developments in market, political and economic environment both locally and internationally to strengthen the dynamic portfolio management practices and to provide an early warning on possible credit concentrations.

-%/</<#`%&=%$&I='DUU` #^U>#<>#U>SS%=S&=STU=^

65.1.4 (a) Industry-wise Distribution

As at December 31, Agriculture Manufacturing Tourism Transport Construction Traders New Financial Government Infrastructure Other Other Total 2014 and Fishing Economy and Services Customers Business Services Rs. ’000 Rs. ’000 Rs. ’000 Rs. ’000 Rs. ’000 Rs. ’000 Rs. ’000 Rs. ’000 Rs. ’000 Rs. ’000 Rs. ’000 Rs. ’000 Rs. ’000

Financial Assets Cash and cash equivalents – ––––––20,591,867 – – – – 20,591,867 Balances with Central Banks – –––––– 19,633,746 – – – 19,633,746 Placements with banks – ––––––14,507,861 – – – – 14,507,861 DTT= assets 25,308 4,397 306 – 32,984 255 – 366,871 – 620 6,823 21,946 459,510 H%= instruments – held-for-trading – 177,415 11,856 – 20,850 33,821 19,954 51,817 5,958,904 52,019 – – 6,326,636 Government securities –– 5,958,904 5,958,904 Equity securities - Quoted shares – 177,415 11,856 – 20,850 33,821 19,954 51,817 – 52,019 – – 367,732

Loans and receivables to banks 551,066 551,066 Loans and receivables to other customers 43,581,619 53,623,161 16,888,688 12,940,410 40,351,177 59,869,481 6,209,585 35,738,751 82,495,573 15,590,465 39,830,241 89,946,636 497,065,787 Government securities 40,850,011 40,850,011 Loans & advances* 43,581,619 52,662,465 16,888,688 12,940,410 40,351,177 58,916,183 6,209,585 28,751,154 41,198,266 15,590,465 39,593,074 89,946,636 446,629,722 Investment securities – 960,696 – – – 953,298 6,987,597 447,296 – 237,167 9,586,054

Financial investments - Available-for- sale – 11,356 –––––789,467 213,380,603 – 26,944 – 214,208,370 Government securities – –––––––213,364,740 – – – 213,364,740 Equity securities - Quoted shares – 11,356 –––––173,777 – – – – 185,133 Equity securities - Unquoted shares – ––––––2,250 15,863 – 26,944 – 45,057 Unit trusts – ––––––613,440 – – – – 613,440 Total 43,606,927 53,816,329 16,900,850 12,940,410 40,405,011 59,903,557 6,229,539 72,597,700 321,468,826 15,643,104 39,864,008 89,968,582 773,344,843 FINANCIAL REPORTS 390 Commercial Bank of Ceylon PLC Annual Report 2014

Notes to the Financial Statements

As at Agriculture Manufacturing Tourism Transport Construction Traders New Financial Government Infrastructure Other Other Total December 31, 2013 and Fishing Economy and Services Customers Business Services Rs. ’000 Rs. ’000 Rs. ’000 Rs. ’000 Rs. ’000 Rs. ’000 Rs. ’000 Rs. ’000 Rs. ’000 Rs. ’000 Rs. ’000 Rs. ’000 Rs. ’000

Financial Assets Cash and cash equivalents – – – – – – – 14,261,549 – – – – 14,261,549 Balances with Central Banks – – – – – – – 18,431,936 – – – 18,431,936 Placements with banks – – – – – – – 4,131,814 – – – – 4,131,814 Derivative = 90,357 6,657 122 17 – 3 – 699,656 – – 19,259 21,623 837,694 H%= instruments – held-for-trading – 158,110 1,720 – 21,685 29,082 40,599 32,738 6,044,651 28,631 21,842 – 6,379,058 Government securities – – 6,044,651 6,044,651 Equity securities - Quoted shares – 158,110 1,720 – 21,685 29,082 40,599 32,738 28,631 21,842 – 334,407

Loans and receivables to banks – – – – – – – 546,270 – – – – 546,270 Loans and receivables to other customers 36,503,291 48,845,668 12,928,639 9,895,157 33,943,285 49,776,845 6,101,677 18,404,072 52,502,492 12,625,531 29,883,058 99,541,725 410,951,440 Government securities – – – – – – – – 43,108,697 – – – 43,108,697 Loans & advances* 36,503,291 47,722,435 12,928,639 9,895,157 33,943,285 49,522,937 6,101,677 16,088,750 8,946,499 12,625,531 29,645,802 99,541,725 363,465,728 Investment securities – 1,123,233 – – – 253,908 – 2,315,322 447,296 – 237,256 – 4,377,015

Financial investments - Available-for- sale – – – – – – – 147,743 131,565,940 42,842 – – 131,756,525 Government securities – – – – – – – – 131,565,940 – – – 131,565,940 Equity securities - Quoted shares – – – – – – – 145,493 – – – – 145,493 Equity securities - Unquoted shares – – – – – – – 2,250 – 42,842 – – 45,092 Unit trusts – – – – – – – – – – – – – Total 36,593,648 49,010,435 12,930,481 9,895,174 33,964,970 49,805,930 6,142,276 38,223,842 208,545,019 12,697,004 29,924,159 99,563,348 587,296,286

(*) Industry wise loans and receivables appearing in the Note 32.1 (c) does not agree due to the impairment. Annual Report 2014 Commercial Bank of Ceylon PLC 391 FINANCIAL REPORTS

Notes to the Financial Statements

65.1.4 (b) Geographical Distribution of Loans and Receivables Portfolio The Western Province has recorded a higher percentage of lending based on geographical distribution of the Bank’s lending portfolio. It has <#&?/=>&=#T&=&%_`DU"=%I/=&%=S^%%%T=#Q^#US##U>%U%# _`SDT<#%~'T%< S&=>#T#SS%=<%U^

As at December 31, 2014

Location Loans and receivables by product Overdraft Trade Lease Credit card Pawning Staff Housing Personal Long Term Short Term Bills of Securities Total Finance Receivables Loans Loans Loans Loans Loans 3/%S Purchased Under Resale Agreements (Rev. Repo.) Rs. ’000 Rs. ’000 Rs. ’000 Rs. ’000 Rs. ’000 Rs. ’000 Rs. ’000 Rs. ’000 Rs. ’000 Rs. ’000 Rs. ’000 Rs. ’000 Rs. ’000

Sri Lanka Central 3,597,148 101,125 1,394,106 253,347 144,102 – 1,814,563 1,165,655 8,968,284 377,338 46,093 – 17,861,761 Eastern 694,683 – 265,758 57,678 73,238 – 222,426 347,563 1,386,989 39,441 – – 3,087,776 North Central 629,465 101,423 935,383 66,909 14,389 – 371,416 282,964 2,548,677 220,747 22,533 – 5,193,906 Northern 1,476,474 – 465,942 66,899 534,999 – 473,853 453,957 2,337,898 21,598 1,988 – 5,833,608 North Western 3,104,692 248,329 1,683,351 206,582 234,631 – 2,160,393 1,141,875 8,439,507 477,588 8,507 – 17,705,455 Sabaragamuwa 2,431,968 95,459 947,590 117,882 99,293 – 1,432,771 651,940 3,303,445 238,764 9,637 – 9,328,749 Southern 3,812,054 866,546 1,808,851 225,498 149,548 – 3,303,663 1,796,194 8,272,388 191,654 24,891 – 20,451,287 Uva 754,494 4,219 567,142 65,392 50,375 – 1,126,814 413,966 2,068,858 78,252 – – 5,129,512 Western 46,910,668 37,926,034 13,894,422 2,404,228 1,007,100 4,873,068 19,440,762 14,375,984 128,245,662 18,126,426 3,595,743 41,198,266 331,998,363 Bangladesh 4,089,012 1,906,658 184,585 52,085 – 132,023 125,585 266,094 8,515,342 11,272,274 3,495,647 – 30,039,305 Total 67,500,658 41,249,793 22,147,130 3,516,500 2,307,675 5,005,091 30,472,246 20,896,192 174,087,050 31,044,082 7,205,039 41,198,266 446,629,722

As at December 31, 2013

Location Loans and receivables by product Overdraft Trade Lease Credit card Pawning Staff Housing Personal Long Term Short Term Bills of Securities Total Finance Receivables Loans Loans Loans Loans Loans 3/%S Purchased Under Resale Agreements (Rev. Repo.) Rs. ’000 Rs. ’000 Rs. ’000 Rs. ’000 Rs. ’000 Rs. ’000 Rs. ’000 Rs. ’000 Rs. ’000 Rs. ’000 Rs. ’000 Rs. ’000 Rs. ’000

Sri Lanka Central 2,610,622 80,531 1,412,923 240,321 430,567 – 1,562,966 984,494 6,521,992 625,131 33,958 – 14,503,505 Eastern 733,465 – 358,591 54,712 362,417 – 215,886 436,866 1,281,357 103,432 – – 3,546,726 North Central 659,699 220,115 900,708 63,468 61,178 – 340,048 382,997 1,907,628 585,721 16,601 – 5,138,163 Northern 1,793,373 18,701 648,594 63,460 1,766,574 – 489,533 425,873 2,382,651 35,437 1,465 – 7,625,661 North Western 3,160,834 139,391 1,929,409 195,960 644,118 – 1,987,342 823,209 6,891,028 562,428 6,268 – 16,339,987 Sabaragamuwa 1,921,976 100,115 860,982 111,821 278,100 – 1,276,231 505,806 2,315,080 223,776 7,100 – 7,600,987 Southern 3,491,892 529,769 1,431,837 213,904 398,049 – 3,061,521 1,428,483 6,182,105 140,064 18,338 – 16,895,962 Uva 675,125 29,499 525,312 62,030 159,051 – 790,164 301,657 1,547,085 86,900 – – 4,176,823 Western 49,969,917 40,679,508 12,670,399 2,280,609 2,669,409 3,715,533 17,073,061 9,988,578 94,060,736 14,977,600 2,649,081 8,946,499 259,680,930 Bangladesh 4,755,943 5,190,750 211,118 42,998 – 161,221 96,264 277,571 5,193,375 9,813,447 2,214,297 – 27,956,984 Total 69,772,846 46,988,379 20,949,873 3,329,283 6,769,463 3,876,754 26,893,016 15,555,534 128,283,037 27,153,936 4,947,108 8,946,499 363,465,728

Please refer the Note No. 32.1(a) for the Gross carrying amount of the Loans and Advances, Government securities and investments coming under loans and receivables not considered in the above distribution. FINANCIAL REPORTS 392 Commercial Bank of Ceylon PLC Annual Report 2014

Notes to the Financial Statements Annual Report 2014 Commercial Bank of Ceylon PLC 393 FINANCIAL REPORTS

Notes to the Financial Statements

65.1.5 Exposures to Unrated Countries -%<%_`ŒQU=%#&&QU=%/<<#<

As at December 31, 2014 2013 Rs. ’000 Rs. ’000

\ƒ#$ Loans and receivables to customers Net carrying value 6,025,118 5,421,133 Gross carrying value 7,124,420 6,481,463 Less - Provision for impairment 1,099,302 1,060,330

Fair value net of provision for impairment(*) 6,025,118 5,421,133 Fair value before impairment 7,124,420 6,481,463 Less - Provision for impairment 1,099,302 1,060,330

\ƒ#$ #=S< 360,557 211,063 Financial guarantees 135,082 105,215 Loan commitments 225,475 105,848 -=HQ_=%#&&QU=%/< 6,385,675 5,632,196

j-%#&&U^%>S<#%&T=<==&=%TUS#<# S

65.2 Liquidity Risk ]<#>`%_`ŒU=>HH&&Q_=$%<=#S=U=S%>&==#<^%< incurring unacceptable losses. The principal objective in liquidity risk management is to assess the need for funds to meet such obligations #<%T=U=>&#]<&<#S&<==%#%<#U%=###

-%&%_`<<=>=>#=]<#>=#]<=T=&%S%]<=>=]<#< access to diverse funding sources and has contingency funding agreements with peer banks to meet any unforeseen liquidity requirements. 3/<#S==^==#S<==>###&>%_`Œ=]<#> position and potential funding requirements.

Asset and Liability Management Committee (ALCO) ALCO chaired by the Managing Director, has representatives from Treasury, Corporate Banking, Personal Banking, Risk and Finance Departments. The Committee meets fortnightly or more frequently to monitor and manage the assets and liabilities of the Bank and also the overall liquidity position to keep the Bank’s liquidity at healthy levels, whilst satisfying the regulatory requirements.

65.2.1 Exposure to Liquidity Risk -%`><<#U>%_`&SS=]<#>`%&=]<#==U=/=<#S%%=#Œ&<#I this purpose, ‘liquid assets’ include cash and cash equivalents, placements with banks and government securities (net). Details of the reported &=]<#/==U=&%D_`S{D_{#%H&&%_`SH_%‚S date are as follows:

DBU OBC 2014 2013 2014 2013 % % % %

As at December 31, 33.15 33.66 31.43 29.38 Average for the period 35.26 31.67 32.13 31.42 @/<&%# 37.10 34.34 38.54 36.69 Minimum for the period 33.15 26.63 27.35 29.36 Statutory minimum requirement 20.00 20.00 20.00 20.00 FINANCIAL REPORTS 394 Commercial Bank of Ceylon PLC Annual Report 2014

Notes to the Financial Statements

The graph below depicts the trends in quarterly regulatory liquidity ratios of the Bank during the period from December 2012 to December 2014:

The ratio between net loans to total On-Balance Sheet assets has gradually reduced during the period while the ratio between total gross loans and advances to customer deposits has remained below 90%. Ratios of both purchased funds (including inter-bank and money market borrowings and institutional deposits) to total assets and large liabilities less temporary investments to earning assets less temporary investments have been well below 20%. The ratio of commitments to total loans has remained low. The ratio of liquid assets to short term liabilities has remained above 40%. All above ratios indicate strong liquidity position maintained by the Bank.

Liquidity Risk 62.2.2 Maturity Analysis of Financial Assets and Financial Liabilities 65.2.2 (a) Remaining Contractual Period to Maturity - Bank (i) Remaining contractual period to maturity as at the date of Statement of Financial Position of the assets employed by the Bank is detailed below:

Up to 3 3 to 12 1 to 3 3 to 5 More than Total as at Total as at As at December 31, Months Months Years Years 5 Years 31.12.2014 31.12.2013 Rs. ’000 Rs. ’000 Rs. ’000 Rs. ’000 Rs. ’000 Rs. ’000 Rs. ’000

Interest earning assets: Financial Assets Cash and cash equivalents 3,596,658 – – – – 3,596,658 135,148 Balances with Central Banks 142,927 24,569 – – – 167,496 807 Placements with banks 13,450,661 1,057,200 – – – 14,507,861 4,131,814 DTT= – – – – – – – H%=< held-for-trading 5,958,902 – – – – 5,958,902 6,044,652 Loans and receivables to banks – – – – – – – Loans and receivables to other customers 206,309,889 91,849,961 114,254,729 57,920,186 26,731,022 497,065,787 410,951,440 Financial investments - Available-for-sale 14,825,840 43,143,743 30,542,371 72,261,471 52,591,316 213,364,741 131,707,597 Financial investments - Held-to-maturity – – – – – – – Total interest earning assets as at 31.12.2014 244,284,877 136,075,473 144,797,100 130,181,657 79,322,338 734,661,445 Total interest earning assets as at 31.12.2013 222,773,731 128,191,095 124,442,293 53,925,344 23,638,995 552,971,458 Annual Report 2014 Commercial Bank of Ceylon PLC 395 FINANCIAL REPORTS

Notes to the Financial Statements

Up to 3 3 to 12 1 to 3 3 to 5 More than Total as at Total as at As at December 31, Months Months Years Years 5 Years 31.12.2014 31.12.2013 Rs. ’000 Rs. ’000 Rs. ’000 Rs. ’000 Rs. ’000 Rs. ’000 Rs. ’000

Non-Interest earning assets: Financial Assets Cash and cash equivalents 16,995,209 – – – – 16,995,209 14,126,401 Balances with Central Banks 13,455,116 4,963,785 428,783 276,983 341,583 19,466,250 18,431,129 Placements with banks – – – – – – – DTT= 193,541 265,472 497 – – 459,510 837,694 H%=<Q held-for-trading 367,734 367,734 334,406 Loans and receivables to banks – – 551,066 – – 551,066 546,270 Loans and receivables to other customers – – Financial investments – Available-for-sale 613,440 – – 15,864 214,325 843,629 48,928 Financial investments – Held-to-maturity – – – – – – –

Non-Financial Assets Investments in subsidiaries – – – – 1,211,000 1,211,000 288,946 Investments in associates – – – – 44,331 44,331 44,331 Property, plant & equipment – – – – 9,953,091 9,953,091 8,387,344 Intangible assets – – – – 439,128 439,128 467,593 Leasehold property – – – – 75,420 75,420 76,362 Other assets 6,559,320 199,018 479,974 985,799 2,317,706 10,541,817 9,426,730 Total non-interest earning assets as at 31.12.2014 38,184,360 5,428,275 1,460,320 1,278,646 14,596,584 60,948,185 Total non-interest earning assets as at 31.12.2013 32,736,975 5,886,851 1,337,899 730,707 12,323,702 53,016,134 Total assets - as at 31.12.2014 282,469,237 141,503,748 146,257,420 131,460,303 93,918,922 795,609,630 Total assets - as at 31.12.2013 255,510,706 134,077,946 125,780,192 54,656,051 35,962,697 605,987,592 Percentage - as at 31.12.2014(*) 35.51 17.79 18.38 16.52 11.80 100.00 Percentage - as at 31.12.2013(*) 42.16 22.13 20.76 9.02 5.93 100.00

(*) Total percentage of each maturity bucket out of total assets employed by the Bank.

(ii) Remaining contractual period to maturity as at the date of Statement of Financial Position of the liabilities and shareholders’ funds employed by the Bank is detailed below:

Up to 3 3 to 12 1 to 3 3 to 5 More than Total as at Total as at As at December 31, Months Months Years Years 5 Years 31.12.2014 31.12.2013 Rs. ’000 Rs. ’000 Rs. ’000 Rs. ’000 Rs. ’000 Rs. ’000 Rs. ’000

Interest-bearing liabilities: Financial Liabilities Due to banks 2,476,105 4,625,250 – – – 7,101,355 12,195,006 DTT==U= – – – – – – – H%==U=%=#Q&Q#S – – – – – – – Due to other customers/ Deposits from customers 322,166,430 134,429,404 12,675,981 6,566,010 8,602,013 484,439,838 415,381,976 Other borrowings 84,342,793 41,530,330 6,907,267 2,244,110 1,176,582 136,201,082 54,173,175 Subordinated liabilities 132,370 128,721 972,660 – 9,811,024 11,044,775 10,944,412 Total Interest-bearing liabilities as at 31.12.2014 409,117,698 180,713,705 20,555,908 8,810,120 19,589,619 638,787,050 Total interest-bearing liabilities as at 31.12.2013 305,094,129 141,567,740 14,342,812 11,467,136 20,222,752 492,694,569 FINANCIAL REPORTS 396 Commercial Bank of Ceylon PLC Annual Report 2014

Notes to the Financial Statements

Up to 3 3 to 12 1 to 3 3 to 5 More than Total as at Total as at As at December 31, Months Months Years Years 5 Years 31.12.2014 31.12.2013 Rs. ’000 Rs. ’000 Rs. ’000 Rs. ’000 Rs. ’000 Rs. ’000 Rs. ’000

Non-interest bearing liabilities: Financial Liabilities Due to banks 18,159,621 – – – – 18,159,621 1,999,213 DTT==U= 733,669 459,470 – – – 1,193,139 1,411,916 H%==U=%=#Q&Q#S – – Due to other customers/ Deposits form customers 44,921,646 – – – – 44,921,646 35,770,947 Other borrowings – – – – – – –

Non-Financial Liabilities </=U= 1,042,393 955,597 – – – 1,997,990 1,758,574 D&#/=U= 241,710 229,566 674,822 954,790 472,872 2,573,760 1,563,070 Other provisions 1,874 – – – – 1,874 2,409 Other liabilities 9,168,804 4,388,225 2,380,676 558,205 947,621 17,443,531 9,827,209 Due to subsidiaries 19,289 – – – – 19,289 15,686

Equity Stated capital – – – – 21,457,501 21,457,501 19,586,813 Statutory reserves – – – – 4,327,103 4,327,103 4,034,614 Retained earnings – – – – 4,258,287 4,258,287 4,233,364 Other reserves – – – – 40,468,839 40,468,839 33,089,208 Total non-interest bearing liabilities as at 31.12.2014 74,289,006 6,032,858 3,055,498 1,512,995 71,932,223 156,822,580

Total non-interest bearing liabilities as at 31.12.2013 46,795,753 2,180,945 1,638,059 735,003 61,943,263 113,293,023 Total liabilities and equity - as at 31.12.2014 483,406,704 186,746,563 23,611,406 10,323,115 91,521,842 795,609,630 Total liabilities and equity - as at 31.12.2013 351,889,882 143,748,685 15,980,871 12,202,139 82,166,015 605,987,592 Percentage - as at 31.12.2014(*) 60.76 23.47 2.97 1.30 11.50 100.00 Percentage - as at 31.12.2013(*) 58.07 23.72 2.64 2.01 13.56 100.00

(*) Total percentage of each maturity bucket out of total liabilities and shareholders’ funds employed by the Bank. Annual Report 2014 Commercial Bank of Ceylon PLC 397 FINANCIAL REPORTS

Notes to the Financial Statements

65.2.2 (b) Non-derivative financial assets and financial liabilities expected to be recovered or settled after 12 months from the Reporting date -%U=U=^<%>S<&Q#TT=#==U=/#UT#=# after 12 months from the Reporting date.

As at December 31, 2014 2013 Rs. ’000 Rs. ’000

Financial Assets Non-Derivative Financial Assets Balances with Central Banks 1,047,349 944,248 Loans and receivables to banks 551,066 546,270 Loans and receivables to other customers 198,905,938 179,220,367 Financial investments – Available-for-sale 155,625,347 22,835,193 356,129,700 203,546,078

Financial Liabilities Non-Derivative Financial Liabilities Due to other customers/deposits from customers 27,844,004 22,188,799 Other borrowings 10,327,959 13,146,467 Subordinated liabilities 10,783,684 10,797,660 48,955,647 46,132,926

65.2.3 Liquidity Reserves The table below sets out the components of the Bank’s liquidity reserves:

As at December 31, 2014 2013 Carrying Amount ˆ| Carrying Amount Fair Value Rs. ’000 Rs. ’000 Rs. ’000 Rs. ’000

Balances with Central Banks 19,633,746 19,633,746 18,431,936 18,431,936 Cash and balances with other banks 6,943,357 6,943,357 2,753,483 2,753,483 Other cash and cash equivalents 13,648,510 13,648,510 11,508,066 11,508,066 Unencumbered debt securities issued by sovereigns 119,194,940 116,655,967 91,166,713 91,902,859 Total liquidity reserves 159,420,553 156,881,580 123,860,198 124,596,344

65.2.4 Financial Assets Available to Support Future Funding -%U=U=^<%T=U=>&%_`Œ=<&<<&<#S

December 31, 2014 Encumbered Unencumbered Note Pledged as Other* Available as Other Total Collateral Collateral Rs. ’000 Rs. ’000 Rs. ’000 Rs. ’000 Rs. ’000

Cash and cash equivalents 26 20,591,867 20,591,867 Balances with Central Banks 27 19,633,746 19,633,746 Placements with banks 28 14,507,861 14,507,861 DTT= 29 459,510 459,510 H%=< K=#Q&Q#S 30 6,326,636 6,326,636 Loans and receivables to banks 31 551,066 – 551,066 Loans and receivables to other customers 32 497,065,787 497,065,787 Financial investments – Available-for-sale 33 124,564,499 89,643,871 214,208,370 = 124,564,499 551,066 648,229,278 – 773,344,843 FINANCIAL REPORTS 398 Commercial Bank of Ceylon PLC Annual Report 2014

Notes to the Financial Statements

December 31, 2013 Encumbered Unencumbered Note Pledged as Other* Available as Other Total Collateral Collateral Rs. ’000 Rs. ’000 Rs. ’000 Rs. ’000 Rs. ’000

Cash and cash equivalents 26 14,261,549 14,261,549 Balances with Central Banks 27 18,431,936 18,431,936 Placements with banks 28 4,131,814 4,131,814 DTT= 29 837,694 837,694 H%=< K=#Q&Q#S 30 6,379,058 6,379,058 Loans and receivables to banks 31 546,270 – 546,270 Loans and receivables to other customers 32 410,951,440 410,951,440 Financial investments – Available-for-sale 33 39,230,639 – 92,525,886 131,756,525 = 39,230,639 546,270 547,519,377 – 587,296,286 j‚<^%%_`T#&/S%S%&=S%=#U>%_`#<<

65.3 Market Risk @``%`&=HH&&Q_=$%S<&T&&S&S/%S/< <]<>)#U<##>/<-%_```U%#S#Q#S portfolios.

65.3.1 Exposure to Market Risk - Trading and Non-Trading Portfolios The table below sets out the allocation of assets and liabilities subject to market risk between trading and non-trading portfolios:

As at December 31, 2014 Market Risk Measurement Note Carrying Amount Trading Portfolios Non-Trading Portfolios Rs. ’000 Rs. ’000 Rs. ’000

Assets Subject to Market Risk Cash and cash equivalents 26 20,591,867 – 20,591,867 Balances with Central Banks 27 19,633,746 – 19,633,746 Placements with banks 28 14,507,861 – 14,507,861 DTT= 29 459,510 459,510 – H%=< K=#Q&Q#S 30 6,326,636 6,326,636 – Loans and receivables to banks 31 551,066 – 551,066 Loans and receivables to other customers 32 497,065,787 – 497,065,787 Financial investments – Available-for-sale 33 214,208,370 – 214,208,370 773,344,843 6,786,146 766,558,697

Liabilities Subject to Market Risk Due to banks 40 25,260,976 – 25,260,976 DTT==U= 41 1,193,139 1,193,139 – Due to other customers/deposits from customers 42 529,361,484 – 529,361,484 Other borrowings 43 136,201,082 – 136,201,082 Subordinated liabilities 49 11,044,775 – 11,044,775 703,061,456 1,193,139 701,868,317 Annual Report 2014 Commercial Bank of Ceylon PLC 399 FINANCIAL REPORTS

Notes to the Financial Statements

As at December 31, 2013 Market Risk Measurement Note Carrying Amount Trading Portfolios Non-Trading Portfolios Rs. ’000 Rs. ’000 Rs. ’000

Assets Subject to Market Risk Cash and cash equivalents 26 14,261,549 – 14,261,549 Balances with Central Banks 27 18,431,936 – 18,431,936 Placements with banks 28 4,131,814 – 4,131,814 DTT= 29 837,694 837,694 – H%=< K=#Q&Q#S 30 6,379,058 6,379,058 – Loans and receivables to banks 31 546,270 – 546,270 Loans and receivables to other customers 32 410,951,440 – 410,951,440 Financial investments – Available-for-sale 33 131,756,525 – 131,756,525 587,296,286 7,216,752 580,079,534

Liabilities Subject to Market Risk Due to banks 40 14,194,219 – 14,194,219 DTT==U= 41 1,411,916 1,411,916 – Due to other customers/deposits from customers 42 451,152,923 – 451,152,923 Other borrowings 43 54,173,175 – 54,173,175 Subordinated liabilities 49 10,944,412 – 10,944,412 531,876,645 1,411,916 530,464,729

6.5.3.2 Exposure to Interest Rate Risk – Sensitivity Analysis 65.3.2 (a) Exposure to Interest Rate Risk – Non-Trading Portfolio -%U=>%%S^==&&&<<% ^%&T=<&=<ST risk. The Bank’s policy is to continuously monitor portfolios and adopt hedging strategies to ensure that interest rate risk is maintained within prudent levels.

-%U=U=^=>%_`Œ`/<=#==U=-%_`Œ#=U= included at carrying amount and categorised by the earlier of contractual re-pricing or maturity dates. FINANCIAL REPORTS 400 Commercial Bank of Ceylon PLC Annual Report 2014

Notes to the Financial Statements

Interest rate gap position of the non-trading portfolio of the Bank is given below:

As at December 31, 2014 Up to 3 3 to 12 1 to 3 3 to 5 More than Non- Total as at Months Months Years Years 5 Years Sensitive 31.12.2014 Rs. ’000 Rs. ’000 Rs. ’000 Rs. ’000 Rs. ’000 Rs. ’000 Rs. ’000

Financial Assets Cash and cash equivalents 1,000,000 ––––19,591,867 20,591,867 Balances with Central Banks 167,497 ––––19,466,249 19,633,746 Placements with banks 13,450,661 1,057,200 – – – – 14,507,861 DTT= ––––– – – H%=< K=#Q&Q#S ––––– – – Loans and receivables to banks –––––551,066 551,066 Loans and receivables to other customers 338,846,156 78,654,516 34,632,986 22,508,164 16,191,616 6,232,349 497,065,787 Financial investments – Available-for-sale 14,533,119 43,167,687 30,614,319 72,339,271 52,710,345 843,629 214,208,370 Total Financial Assets 367,997,433 122,879,403 65,247,305 94,847,435 68,901,961 46,685,160 766,558,697

Financial Liabilities Due to banks 10,300,549 13,307,653 – – – 1,652,774 25,260,976 DTT==U= ––––– – – Due to other customers/deposits from customers 141,378,207 134,432,410 12,187,265 5,977,239 190,344,790 45,041,573 529,361,484 Other borrowings 87,602,035 38,888,780 2,501,314 6,922,301 286,652 – 136,201,082 Subordinated liabilities 9,943,394 129,121 972,260 – – – 11,044,775 Total Financial Liabilities 249,224,185 186,757,964 15,660,839 12,899,540 190,631,442 46,694,347 701,868,317 Interest rate sensitivity gap 118,773,248 (63,878,561) 49,586,466 81,947,895 (121,729,481) (9,187) 64,690,380

As at December 31, 2013 Up to 3 3 to 12 1 to 3 3 to 5 More than Non- Total as at Months Months Years Years 5 Years Sensitive 31.12.2013 Rs. ’000 Rs. ’000 Rs. ’000 Rs. ’000 Rs. ’000 Rs. ’000 Rs. ’000

Financial Assets Cash and cash equivalents 135,147 ––––14,126,402 14,261,549 Balances with Central Banks 734 73 – – – 18,431,129 18,431,936 Placements with banks 3,949,732 182,082 – – – – 4,131,814 DTT= ––––– – – H%=< K=#Q&Q#S ––––– – – Loans and receivables to banks –––––546,270 546,270 Loans and receivables to other customers 245,423,941 60,983,468 64,040,963 20,048,456 14,079,189 6,375,423 410,951,440 Financial investments – Available-for-sale 31,316,061 70,805,565 10,296,794 14,158,302 4,989,220 190,583 131,756,525 Total Financial Assets 280,825,615 131,971,188 74,337,757 34,206,758 19,068,409 39,669,807 580,079,534

Financial Liabilities Due to banks 10,283,009 2,623,285 – – – 1,287,925 14,194,219 DTT==U= ––––– – – Due to other customers/deposits from customers 132,786,909 124,310,803 7,784,257 5,880,920 144,523,072 35,866,962 451,152,923 Other borrowings 37,998,991 14,220,119 1,425,974 228,470 299,621 – 54,173,175 Subordinated liabilities 9,844,950 127,202 972,260 – – – 10,944,412 Total Financial Liabilities 190,913,859 141,281,409 10,182,491 6,109,390 144,822,693 37,154,887 530,464,729 Interest rate sensitivity gap 89,911,756 (9,310,221) 64,155,266 28,097,368 (125,754,284) 2,514,920 49,614,805 Annual Report 2014 Commercial Bank of Ceylon PLC 401 FINANCIAL REPORTS

Notes to the Financial Statements

65.3.2 (b) Exposure to Interest Rate Risk – Non-Trading Portfolio (Rate Shocks) -%S&`SS=<=#U>S%T>&%_`Œ= #==U=T<

The following table demonstrates the sensitivity of the Bank’s Income Statement as at Reporting date to a reasonable possible change in interest rates, with all other variables held constant.

2014 2013 Net Interest Income (NII) 100 bp 100 bp 100 bp 100 bp Parallel Increase Parallel Decrease Parallel Increase Parallel Decrease Rs. ’000 Rs. ’000 Rs. ’000 Rs. ’000

As at December 31, 494,488 (495,461) 936,178 (875,597) Average for the period 751,326 (753,968) 821,239 (805,472) @/<&%# 893,537 (901,327) 936,178 (894,456) Minimum for the period 494,488 (495,461) 677,595 (676,712)

The Graph below depicts the impact on the Net Interest Income (NII) - Rate shock of 100 bp (on Rupee denominated) and 10 bp (on FCY denominated) Assets and Liabilities (Sri Lankan Operations):

The impact of changes in interest rates on NII is measured using a static Balance Sheet which is subjected to 1% and 0.1% shocks on Š‚#&S<>#=U=>&=T=>-%&%=%_`ŒU=>#<%S in LKR and foreign currency interest rates is evaluated to ensure that the variations are prudently managed within the internal tolerance limits. Above graph depicts the sensitivity of NII to rate shocks during the years 2013 and 2014. Right throughout 2014, the impact of rate shocks on projected NII has been well below the Management Action Trigger (MAT) limit. Since August, 2014 the impact has gradually decreased #<%<#&%_`U=%I/#$<I$&= FINANCIAL REPORTS 402 Commercial Bank of Ceylon PLC Annual Report 2014

Notes to the Financial Statements

65.3.3 Exposure to Currency Risk – Non-Trading Portfolio <>`<=& <<%T=<&=<#<%S&S/%S-% limits on position by currency and these positions are monitored on a daily basis.

-%U=U=^#%<^%%%_`%#S/<DU##%/< as a percentage of the total capital funds:

Foreign Exchange Position as at December 31, 2014

Currency Spot Forward Net Open Net Position Overall Overall Position in Other #$ #$ #$! Respective in LKR Contracts Foreign Assets Liabilities Net Assets Liabilities Net Currency 1 2 3 4=2-3 5 6 7=5-6 8 9 10 11 ’000 ’000 ’000 ’000 ’000 ’000 ’000 ’000 ’000 ’000

United States Dollar 22,916 22,921 (5) 6,974 2,804 4,170 (5,132) – (967) (127,730) Great Britain Pound 181 149 32 809 816 (7) (48) – (23) (4,570) Euro 1,260 74 1,186 144 1,317 (1,173) 16 – 29 (6,974) Japanese Yen 3,781 45,351 (41,570) 47,803 12,580 35,223 52 – (6,294) – Indian Rupee ––– ––– –––– Australian Dollars 252 263 (11) 100 120 (20) (19) – (50) (5,458) Canadian Dollars 124 216 (92) – – – 55 – (37) (4,166) Other currencies in USD 614 216 398 75 460 (385) 147 – 161 2,123 =$ USD (5,041) USD (938) (123,234) Total capital funds as per the latest Audited Financial Statements (capital base of the Bank as at December 31, 2014) 72,177,447 -=/<S&==&<#%="<##I=$ (0.17%)

Foreign Exchange Position as at December 31, 2013

Currency Spot Forward Net Open Net Position Overall Overall Position in Other 3/< 3/< 3/%S Respective LKR Contracts Foreign Assets Liabilities Net Assets Liabilities Net Currency 123 4=2-3 5 6 7=5-6 8 9 10 11 ’000 ’000 ’000 ’000 ’000 ’000 ’000 ’000 ’000 ’000

United States Dollar 10,423 6,807 3,616 3,595 4,403 (808) 1,474 – 4,282 561,004 Great Britain Pound 812 54 758 100 906 (806) (34) – (82) (17,707) Euro 920 186 734 100 832 (732) (4) – (1) (238) Japanese Yen 13,172 12,356 816 10,537 16,922 (6,385) (155) – (5,724) (7,149) Indian Rupee ––– ––– –––– Australian Dollars 640 177 463 – 475 (475) (38) – (50) (5,900) Canadian Dollars 27252––––– 2247 Other currencies in USD 273 – 273 36 295 (259) 125 – 138 18,131 =$ USD 1,502 – USD 4,186 548,388 Total capital funds as per the latest Audited Financial Statements (capital base of the Bank as at December 31, 2013) 65,579,876 -=/<S&==&<#%="<##I=$ 0.84%

-%_`S<==>#<T>=>H'H'#<U=T%{$D)Š‚/%S %/<IS3/%S‚`"%`U#%={$D)Š‚/%S=#%H' which is measured against the Board approved thresholds. Annual Report 2014 Commercial Bank of Ceylon PLC 403 FINANCIAL REPORTS

Notes to the Financial Statements

65.3.4 Exposure to Equity Price Risk =#]<><=&%S`U>?

3]<>`<=#</<>%S#T==&#T#<=]<-%_`#<`QQ` calculations on a daily, quarterly and on a need basis to identify the impact due to changes in equity prices.

-%U=U=^<U%%=#%]<>#<%`&?]<>

Stress Level 2014 2013

Held-for-Trading Available-for-Sale Total Held-for-Trading Available-for-Sale Total

Impact on P&L Impact on OCI Impact on Equity Impact on P&L Impact on OCI Impact on Equity Rs. ’000 Rs. ’000 Rs. ’000 Rs. ’000 Rs. ’000 Rs. ’000

Shock of 10% on equity price (upward) 36,773 18,513 55,286 33,441 14,549 47,990 Shock of 10% on equity price (downward) (36,773) (18,513) (55,286) (33,441) (14,549) (47,990)

65.4 Operational Risk H=`%`&=<=S&#]<&=#==#>&/=T H=`T^%%=<#=S=#S<=>=<=#=#=#<=&%_`

-%H=‚`@SI^`&%_`%U##<#%_#T#H=‚`@S'=> Operational risk is managed by establishing an appropriate internal control system that requires a mechanism for segregation of related U=^%%_`##=#S#T&%_`ŒT===>#%TS&<==%> U^=#/=>#U=%S&<==>##U`Q<&=>&_<<>'=SI#= on ‘Operational Risk’ refer page 238 of the section on ‘Managing Risk at Commercial Bank’ FINANCIAL REPORTS 404 Commercial Bank of Ceylon PLC Annual Report 2014

Notes to the Financial Statements

65.5 Capital Management Objective The Bank is required to manage its capital taking into account the need to meet the regulatory requirements as well as the current and future U<#`%=#/#T=U=&S=

65.5.1 Regulatory Capital Capital Adequacy Ratio (CAR) is calculated based on the CBSL Directions stemming from Basel II Accord. These guidelines require the Bank to maintain a CAR of not less than 5% with core capital (Tier I) in relation to total risk weighted assets and a minimum overall CAR of 10% inclusive of Tier I and Tier II (Supplementary Capital) in relation to total risk-weighted assets.

As at December 31, 2014 2013 Rs. ’000 Rs. ’000

Tier I: Core Capital Paid-up ordinary shares/Common stock/Assigned capital 21,457,501 19,586,813 Statutory reserve fund 4,327,103 3,768,094 '

Less: Deductions/Adjustments Goodwill – – Other intangible assets 439,129 467,594 Advances granted to employees of the Bank for the purchase of shares of the Bank (ESOP) 786 1,122 ?&T<=##U`S#= 458,023 – ?T%=&%U`#=< 402 402 Total Eligible Core Capital (Tier I Capital) 58,465,269 51,480,986

Tier II: Supplementary Capital Revaluation reserves (as approved by Central Bank of Sri Lanka) 2,034,231 2,034,231 General provisions 1,836,058 1,656,465 Approved subordinated term debt 10,300,314 10,408,596

Less: Deductions/Adjustments ?&T<=##U`S#= 458,023 – ?T%=&%U`#=< 402 402 Total eligible supplementary capital (Tier II Capital) 13,712,178 14,098,890 Total capital base 72,177,447 65,579,876 Annual Report 2014 Commercial Bank of Ceylon PLC 405 FINANCIAL REPORTS

Notes to the Financial Statements

The Bank’s regulator, the Central Bank of Sri Lanka sets and monitors capital requirements for the Bank as a whole.

K==>%_`%US=T=>%S%"‚^%% U=>

The higher level of capital maintained by the Bank has facilitated unhindered growth of the Bank.

The Bank has a well-structured Corporate Planning and Budgeting procedure. Capital budgeting decisions are arrived at after evaluating the &<%#%/&%_`

65.5.2 Capital Allocation @S<S<=>==U-%==&=U^#T =S/#TU>&%<%T#%===#-%<&===#% T>U#=>S<=>=]<U<%S<=>]<#&<==> %T>S #S&`#^%#&&T<%%=]<>U /# #&&S`=

66. Events After The Reporting Period No circumstances have arisen since the Reporting date which would require adjustments or disclosure in the Financial Statements other than those disclosed below.

66.1 ‘Super Gains Tax’ on profit The Government of Sri Lanka, in its Interim Budget for 2015 presented to the Parliament on January 29, 2015, intimated that companies or #T#<=^%%T##/&‚@#<S%>&)^<=#U=U=Q&&$< }-/&?-%=^S%=<=>US#&##%U&<S%=U=>>U#U>% =T<%%U&<&%<&%$<}-/^%%# #%&<&%I=$%_`%=&%#Q&&/ %I=$&%>##DU#%&T%U#<&%#/ these Financial Statements.

-%_`^==<&#%UT/=U=>]<#U>=^%]<#=S=#<####^% the measurement criteria.

66.2 Interim Dividend - 2014 The Bank declared and paid a second interim dividend of Rs. 1.00 per share on February 05, 2015 to both the voting and non-voting ordinary shareholders of the Bank.

66.3 Final Dividend - 2014 -%_#&D&%_`%##%>&=#T##&‚%^%%&%#T## &‚%#%U==&‚%%^==U#%&&<#==&^% for both the voting and non-voting ordinary shareholders of the Bank for the year ended December 31, 2014.

This dividend is yet to be approved at the Annual General Meeting to be held on March 31, 2015. In accordance with the Sri Lanka Accounting Standard No. 10, ‘Events after the Reporting Period’%#=#T##%US#=U=> DU{#%=#‚T<"&^%%=#S/&?%U##T###=#

Compliance with Sections 56 and 57 of Companies Act No. 07 of 2007 "]<#U>$&%"&%_#&D&%_`#%=T># ^%%$#S%=#T##"&=T>=###<=>S#U>%D February 23, 2015 has been audited by KPMG.

66.4 New Employee Share Option Plan -%_#&D&%_`S%=#IU<>T#=#<3$H'&%U&== 3/<TH&}#"#UTU>S<?&%#>TS%%#%#3$H' !<%_`%TS#&S&%>#T=>% #3$H'"3/#>}=@S3}@U%=#@%&%=<&%%"<= General Meeting of the Bank to seek approval of the shareholders for the proposed ESOP.

408 409 410 411 412 416 Group Awards and Income Statement of Decade at a Events – 2014 Structure Accolades Statement (US $) Financial Glance Position (US $)

418 420 421 423 424 426 Correspondent Historical Glossary of Alphabetical Notice of Circular to Banks Landmarks Financial and Index Meeting – Shareholders on Banking Terms Annual General the Final Dividend Meeting for 2014

428 429 Enclosed Enclosed Enclosed Enclosed Notice of Circular to Form of Proxy Form of Proxy Form of Form of Proxy Meeting – Shareholders on (Voting (Non-Voting Proxy (Voting (Non-Voting Extraordinary Proposed Employee Shareholders) – Shareholders) – Shareholders) – Shareholders) – General Meeting Share Option Plan Annual General Annual General Extraordinary Extraordinary Meeting Meeting General Meeting General Meeting

Enclosed Inner Back Cover Stakeholder Corporate Feedback Form Information

Supplementary Information SUPPLEMENTARY INFORMATION 408 Commercial Bank of Ceylon PLC Annual Report 2014

Group Structure

Commercial ONEzero Co. Ltd. Commex Sri Lanka Indra Finance Ltd.* Equity Investments Commercial Insurance Development Co. PLC S.R.L - Italy Lanka Ltd. Brokers (Pvt) Ltd.

#" Relationship to Subsidiary Subsidiary Subsidiary Subsidiary Associate Associate the Bank Incorporated in March 14, 1980 February 17, 2003 December 02, 2008 February 18, 1987 August 08, 1990 August 17, 1987 in Sri Lanka in Sri Lanka in Italy in Sri Lanka in Sri Lanka in Sri Lanka Bank’s Holding 94.55% 100% 100% 100% 22.92% 18.91% Principal Business Property Development Provision of IT Money Transfer and Leasing & Hire Venture Capital Insurance Brokering Activities Related Services Money Exchange Purchase Financing Financing Business Address ‘Commercial House’, ‘Commercial House’, Via Venti Settembre, No. 187, Katugastota 108 A, 1st Floor, No. 347, Dr. Colvin No. 21, Sir Razik No. 21, Sir Razik 98/ G, Rome, Italy Road, Kandy Maya Avenue, R. De Silva Mawatha, Fareed Mawatha, Fareed Mawatha, Colombo 06. Colombo 02. Colombo 01. Colombo 01. Contact Numbers 2447300 2430420 +39 06 48905707 081 2213498, 5373745, 2507605-6 2447297, 081 2200272 2447299

+^ Chairman B.R.L. Fernando Prof. U.P. Liyanage K.G.D.D. Dheerasinghe K.G.D.D. Dheerasinghe M.J.C. Amarasuriya M.P. Jayawardena Managing Director/ J. Durairatnam K.S.A. Gamage M.E.P. Perera A.J.D. Samarasinghe H.A. Pieris R.A.M. Seneviratne CEO (Resigned on 19.01.2015) Director A.L. Gooneratne K.D.N. Buddhipala S.M.R.J. Rodrigo Ms. J.K. Kuruppu Deshamanya S E D.M.D.K. Thilakaratne Captain Director A.T.P. Edirisinghe A.R.M. Muttiah Prof. Francesco Bellini S.R. Pushpakumara J.D. Peiris P.D.J. Fernando Director L.D.A. Jayasinghe M.E.P. Perera A.N. Sooriyarachchi J.B. Adu Baker U.I.S. Tillakawardana Director U.I.S. Tillakawardana Y.S.H.R.S. Silva W.I. Arambage S.P.S. Ranatunga Director S.G. Rajakaruna L.A. Rajapakse (Alternate Director) Company Secretary L.W.P. Indrajith M.P. Dharmasiri Antonia Coppola R.A.P. Rajapaksha Mrs. R.R. Dunuwille Ms. Y.A. Kularathna (Commercialista)

Summary of Financial Information

2014 2013 2014 2013 2014 2013 2014 2013 2014 2013 2014 2013 Rs. Mn. Rs. Mn. Rs. Mn. Rs. Mn. Rs. Mn. Rs. Mn. Rs. Mn. Rs. Mn. Rs. Mn. Rs. Mn. Rs. Mn. Rs. Mn.

Total assets 1,873.596 1,606.863 91.303 79.634 29.700 33.497 1,983.895 - N/A - 323.297 272.417 242.509 256.878 Total liabilities 344.512 304.697 31.389 24.915 65.537 64.980 1,441.207 - N/A - 7.730 8.000 62.253 78.687 Net assets 1,529.084 1,302.166 59.914 54.719 (35.837) (31.483) 542.688 - N/A - 315.567 264.417 180.256 178.191 Total revenue 275.997 266.024 128.107 99.943 6.559 3.637 139.835 - N/A - 39.701 26.652 189.420 188.635 'U&/ 341.904 201.157 42.060 23.597 (42.990) (25.462) 39.667 - N/A - 20.042 8.193 15.362 27.639 '&/ 275.434 151.401 30.286 17.032 (42.990) (25.462) 26.684 - N/A - 22.288 7.976 7.693 17.792 Dividend (per share) (Rs.) 4.00 4.00 50.00 50.00 – – – – – – 7.50 6.00

* Acquired on September 01, 2014. Annual Report 2014 Commercial Bank of Ceylon PLC 409 SUPPLEMENTARY INFORMATION

Awards and Accolades

2014 2013 2012 2011 2010 2009 2008 2007 2006 2005

In Sri Lanka  Ratings by Fitch Ratings Lanka Ltd. - National Long Term Rating AA AA AA AA AA AA+ AA+ AA+ AA+ AA+ (lka) (lka) (lka) (lka) (lka) (lka) (lka) (lka) (lka) (sri)  Ratings by Lanka Ratings Agency Ltd. (Formerly known as ‚"@‚S`#S=<S AAA AA+ AA+ AA+  Ratings by Lanka Ratings Agency Ltd. (Formerly known as ‚"@‚S`#$%=<S P1 P1 P1 P1  Sri Lankan Bank amongst the Top 1000 Banks of the world - The Banker, UK Entrant Entrant Entrant Entrant Entrant  Awards by The ‘Global Finance’ Magazine (USA) Best Bank in Sri Lanka Winner Winner Winner Winner Winner Winner Winner Winner Winner Winner  Awards by ‘The Banker’ Magazine (UK) Bank of The Year in Sri Lanka Winner Winner Winner Winner  Award for Excellence by Euro Money Magazine (UK) Best Bank in Sri Lanka (1st Bank in Sri Lanka to win this award) Winner Winner Winner  Award for Excellence by Trade Finance Magazine (UK) Best Local Trade Bank Winner Winner Winner Winner  Awards for Corporate Social Responsibility  by the Japan Sri Lanka Technical and Cultural Association JASTECA CSR - initiatives - in - Education Winner - Healthcare 1st R-up  Award for CSR Trust by the prestigious Asia Responsible Entrepreneurship (AREA) in the sphere of ‘Social Empowerment’ Winner  Asia’s Best CSR Practices Awards at Singapore for - Support and improvement in quality Education Winner - Concern for Health Entrant  Best Corporate Citizen Sustainability Awards by Ceylon Chamber of Commerce 1st R-up  Ranked the Third Most Valuable Brand in Sri Lanka in the rankings compiled by Brand Finance Lanka and published in the LMD Brands Annual for the year 2014 Entrant  The Strongest Bank in Sri Lanka by the Asian Banker, a leading T#&S==S%=T#<> Winner Overall Winner Joint Winner Joint Joint 1st R-up Winner Winner 2nd R-up 1st R-up Winner Banking Sector 1st R-up Winner Winner Winner 1st R-up Joint Winner Winner Winner Winner 1st R-up Corporate Governance Disclosure Joint 1st R-up 1st R-up 1st R-up 2nd R-up Joint Winner Winner 1st R-up Corporate Social Responsibility 2nd R-up Management Commentary 1st R-up Winner 2nd R-up 1st R-up 2nd R-up Joint 1st R-up

%"$ $ Overall Joint 1st R-up 2nd R-up Winner Winner Financial/Banking Sector Winner 1st R-up Joint Joint Winner Winner Winner Winner 2nd R-up 1st R-up Corporate Governance Disclosure 1st R-up 1st R-up 1st R-up 2nd R-up Winner

+,+  Credit Ratings by Credit Rating Information Services Ltd. AAA AAA AAA AAA AA+ AA+ AA+ AA AA AA  The Industry - Business Awards by The Industry Magazine Best Foreign Bank Winner Winner Winner  Institute of Cost and Management Accountants of Bangladesh National Best Corporate Award 2nd R-up 2nd R-up 2nd R-up 2nd R-up 2nd R-up  Banker’s Forum CSR Awards by Banker’s Forum Winner SUPPLEMENTARY INFORMATION 410 Commercial Bank of Ceylon PLC Annual Report 2014

Income Statement (US $)

GROUP BANK For the year ended December 31, 2014 2013 Change 2014 2013 Change US $ ’000 US $ ’000 % US $ ’000 US $ ’000 %

Gross income 564,039 562,630 0.25 563,313 562,872 0.08

Interest income 468,656 479,039 (2.17) 467,893 479,112 (2.34) Less: Interest expenses 261,922 281,337 (6.90) 261,901 281,517 (6.97) Net interest income 206,734 197,702 4.57 205,992 197,595 4.25 Fees and commission income 42,480 37,253 14.03 42,321 37,225 13.69 Less: Fees and commission expenses 5,784 4,788 20.80 5,763 4,788 20.36 Net fees and commission income 36,696 32,465 13.03 36,558 32,437 12.70 Net gains/(losses) from trading (2,312) (12,412) (81.37) (2,312) (12,412) (81.37) S)=&=< #S#&T=<%

[ Equity holders of the Bank 85,047 80,636 5.47 84,601 79,737 6.10 Non-controlling interest 30 77 (61.04) – –– '&%> 85,077 80,713 5.41 84,601 79,737 6.10

Basic earnings per ordinary share (US $) 0.10 0.09 11.11 0.10 0.09 11.11 Diluted earnings per ordinary share (US $) 0.10 0.09 11.11 0.10 0.09 11.11

US $ Accounts The Income Statement and the Statement of Financial Position given on pages 410 and 411 are solely for the convenience of shareholders, investors, bankers and other users of Financial Statements and do not form part of the Financial Statements. Annual Report 2014 Commercial Bank of Ceylon PLC 411 SUPPLEMENTARY INFORMATION

Statement of Financial Position (US $)

GROUP BANK As at December 31, 2014 2013 Change 2014 2013 Change US $ ’000 US $ ’000 % US $ ’000 US $ ’000 %

Cash and cash equivalents 156,048 108,882 43.32 155,822 108,867 43.13 Balances with Central Banks 148,572 140,702 5.59 148,572 140,702 5.59 Placements with banks 109,783 31,541 248.06 109,783 31,541 248.06 DTT= 3,477 6,395 (45.63) 3,477 6,395 (45.63) H%=<QK=#Q&Q#S 47,875 48,695 (1.68) 47,875 48,695 (1.68) Loans and receivables to banks 4,170 4,170 – 4,170 4,170 – Loans and receivables to other customers 3,769,697 3,136,916 20.17 3,761,376 3,137,034 19.90 Financial investments - Available-for-sale 1,621,075 1,005,775 61.18 1,620,949 1,005,775 61.16 Investments in subsidiaries – –– 9,164 2,206 315.41 Investments in associates 804 719 11.82 335 338 (0.89) Property, plant & equipment 84,259 70,040 20.30 75,317 64,026 17.64 Intangible assets 6,479 3,647 77.65 3,323 3,569 (6.89) Leasehold property 824 842 (2.14) 571 583 (2.06) Other assets 79,912 71,939 11.08 79,770 71,956 10.86 Total assets 6,032,975 4,630,263 30.29 6,020,504 4,625,859 30.15

Due to Banks 194,242 108,353 79.27 191,154 108,353 76.42 DTT==U= 9,029 10,778 (16.23) 9,029 10,778 (16.23) H%==U=QK=#Q&Q#S – –– – –– Due to other customers/Deposits from customers 4,005,044 3,443,503 16.31 4,005,762 3,443,915 16.31 Other borrowings 1,029,343 412,195 149.72 1,030,655 413,536 149.23 Current tax liabilities 15,417 13,594 13.41 15,119 13,424 12.63 Deferred tax liabilities 21,765 13,461 61.69 19,476 11,932 63.22 Other provisions 14 18 (22.22) 14 18 (22.22) Other liabilities 133,709 75,464 77.18 131,998 75,017 75.96 Due to subsidiaries – –– 146 120 21.67 Subordinated liabilities 85,226 83,545 2.01 83,578 83,545 0.04 = 5,493,789 4,160,911 32.03 5,486,931 4,160,638 31.88 !" Stated capital 162,372 149,518 8.60 162,372 149,518 8.60 Statutory reserves 32,744 30,799 6.32 32,744 30,799 6.32 Retained earnings 33,435 33,280 0.47 32,223 32,316 (0.29) Other reserves 310,275 255,458 21.46 306,234 252,588 21.24 =** 538,826 469,055 77.65 533,573 465,221 14.69 Non-controlling interest 360 296 21.62 – –– =* 539,186 469,351 14.88 533,573 465,221 14.69 =* 6,032,975 4,630,263 30.29 6,020,504 4,625,859 30.15 ! 2,667,071 2,255,358 18.25 2,667,071 2,255,358 18.25 >"~“” 0.62 0.55 12.73 0.62 0.55 12.73

Exchange Rate of 1 US $ was Rs. 132.15 as at December 31, 2014 (Rs. 131.00 as at December 31, 2013). SUPPLEMENTARY INFORMATION 412 Commercial Bank of Ceylon PLC Annual Report 2014

Decade at a Glance

Bank

Year ended December 31, 2005 2006 2007 2008 2009 2010 Rs. Mn.

Income 16,100 24,470 35,223 44,115 43,741 41,522

Interest income 13,034 19,532 30,503 37,188 35,925 34,740 Interest expenses (7,226) (11,955) (18,951) (24,336) (23,515) (18,328) IS/%S 587 1,439 1,545 2,633 2,962 1,741 Commission and other income 2,479 3,499 3,175 4,294 4,854 5,041 Operating expenses and provisions (5,232) (8,301) (9,567) (12,259) (13,035) (13,876) 'U&/ 3,642 4,214 6,705 7,520 7,191 9,318 / (1,278) (2,201) (2,601) (3,252) (2,887) (3,794) &%> 2,364 2,013 4,104 4,268 4,304 5,524

As at December 31,

Cash and short-term funds 18,663 13,739 16,208 24,115 24,057 10,557 Balances with Central Banks 9,045 12,574 11,576 10,322 11,795 12,189 Government Treasury Bills, Bonds and Other Securities 21,218 32,065 49,863 51,633 96,671 114,541 Commercial paper 408 423 – – – – Securities purchased under resale agreements 808 4,593 3,804 3,400 5,203 68 Dealing securities 182 145 207 58 81 283 Investments Held-for-sale – 218 205 – – – Investments Held-to-maturity 3,091 1,394 1,756 1,197 1,025 2,366 Bills of exchange 2,790 3,204 3,195 3,059 2,847 5,291 Lease receivable 7,088 9,482 10,945 9,484 7,794 11,019 Loans and advances 108,884 137,846 160,184 167,858 161,329 200,729 172,177 215,683 257,943 271,126 310,802 357,043 Investments in subsidiary companies 434 434 434 434 279 354 Investments in associate companies 107 44 44 44 44 44 Property, plant & equipment and intangible assets 3,182 3,477 3,768 4,098 4,382 6,428 Other assets 4,177 4,336 5,751 5,512 6,808 6,191 Total assets 180,077 223,974 267,940 281,214 322,315 370,060

Deposits from customers 127,601 157,496 183,110 199,881 234,745 259,779 Dividends payable 230 113 113 – – – Borrowings 13,387 18,944 18,752 13,620 11,639 14,371 Securities sold under repurchase agreements 11,389 14,330 23,342 25,075 29,905 45,774 Other liabilities 6,331 9,122 10,308 10,646 12,888 12,259 Tax payable 818 1,446 1,698 1,665 1,203 2,448 Debentures 4,553 6,680 6,680 4,436 3,436 2,127 164,309 208,131 244,003 255,323 293,816 336,758 Annual Report 2014 Commercial Bank of Ceylon PLC 413 SUPPLEMENTARY INFORMATION

Decade at a Glance

Bank

Year ended December 31, 2011 2012 2013 2014 CAGR Rs. Mn. %

Income 45,860 63,395 73,736 74,442 17.52

Interest income 38,356 52,685 62,764 61,832 Interest expenses (19,650) (29,830) (36,879) (34,610) IS/%S 2,322 4,687 1,996 1,481 Commission and other income 5,182 6,023 8,976 11,129 Operating expenses and provisions (15,313) (19,270) (22,347) (24,095) 'U&/ 10,897 14,295 14,510 15,737 13.03 / (3,014) (4,197) (4,065) (4,556) &%> 7,883 10,098 10,445 11,181 12.36

As at December 31,

Cash and cash equivalents 12,911 19,733 14,262 20,592 Balances with Central Banks 17,343 18,168 18,432 19,634 Placements with banks 11,674 16,163 4,132 14,508 DTT= 40 1,351 838 460 H%=QK=#Q&Q#S 6,418 6,041 6,379 6,327 Loans and receivables to banks 580 629 546 551 13.25 Loans and receivables to other customers 314,486 372,915 410,951 497,066 Financial investments - Available-for-sale 61,415 57,963 131,757 214,208 Financial investments - Held-to-maturity –––– 424,867 492,963 587,297 773,346 Investments in subsidiaries 315 303 289 1,211 Investments in associates 44 44 44 44 Property, plant & equipment 7,907 8,221 8,387 9,953 Intangible assets 467 497 468 439 Leasehold property 78 77 76 75 Deferred tax assets 360 449 – – Other assets 7,291 9,189 9,426 10,542 Total assets 441,329 511,743 605,987 795,610 21.71

Due to Banks 11,574 4,894 14,194 25,261 DTT==U= 435 84 1,412 1,193 H%==U=K=#Q&Q#S –––– Due to other customers/Deposits from customers 323,755 390,612 451,153 529,361 17.81 Other borrowings 49,603 47,583 54,173 136,201 Current tax liabilities 1,305 2,802 1,759 1,998 Deferred tax liabilities 1,594 1,698 1,563 2,574 Other provisions 1222 Other liabilities 8,162 10,363 9,827 17,444 Due to subsidiaries 30 22 16 19 Subordinated liabilities 1,106 1,106 10,944 11,045 Total liabilities 397,565 459,166 545,043 725,098

CAGR - Compounded Annual Growth Rate SUPPLEMENTARY INFORMATION 414 Commercial Bank of Ceylon PLC Annual Report 2014

Decade at a Glance

Bank

Year ended December 31, 2005 2006 2007 2008 2009 2010 Rs. Mn.

$ Share capital 3,327 2,428 10,515 10,548 10,608 10,811 Statutory Reserve Fund 1,421 1,429 1,634 1,896 2,164 2,472 Reserves 11,020 11,986 11,788 13,447 15,727 20,019 Total Liabilities and Shareholders’ Funds 180,077 223,974 267,940 281,214 322,315 370,060 Commitments and contingencies 47,154 56,418 116,212 115,809 146,072 196,617

Return on average shareholders’ funds (%) 15.93 12.73 20.63 17.13 15.83 17.87 Income growth (%) 31.00 51.99 43.95 25.25 (0.85) (5.07) Return on average assets (%) 1.48 1.00 1.67 1.55 1.43 1.60 Rate of dividend (%) 45.00 50.00 – – – – Dividend per share (Rs.) – – 7.00 7.00 7.00 7.00 Ordinary share dividend cover (times) 3.34 2.54 2.29 2.42 2.46 2.09 Gross dividends to ordinary shareholders (Rs. Mn.) 639.36 714.00 1,743.13 1,745.81 1,751.47 2,642.25 "#T##? 90.64 92.49 91.75 87.12 70.88 80.97 Property, Plant & Equipment to shareholders’ funds (%) 20.75 21.33 15.74 15.83 15.38 19.30 Total assets to shareholders’ funds (times) 11.42 14.14 11.19 10.86 11.31 11.11 Capital funds to liabilities including contingent liabilities (%) 7.46 6.05 7.87 6.98 6.48 6.26 Cost/Income Ratio (%) 54.28 61.10 47.87 50.46 56.86 54.69 Liquid assets to liabilities (%) 24.51 22.64 24.24 24.83 38.80 29.74 "#%_`S"&!! Group Capital Adequacy (%) Tier I 9.68 7.62 10.60 10.55 11.92 10.86 Tier I & II 12.08 11.58 13.71 13.13 13.93 12.26

' Market value of a share (Rs.) 135.50 190.00 147.00 67.00 189.50 259.90 Earnings per share (Rs.) 335667 Price earnings ratio (times) 9159 41118 Net assets value per share (Rs.) 22 24 30 34 38 44 Earnings yield (%) 11 5 11 25 9 6 Dividend payout ratio (%) - Cash 30 39 44 41 41 34 Total dividend payout ratio (%) ––––– 48

' Number of employees 3,168 3,415 3,745 4,041 4,071 4,321 Number of delivery points - Sri Lanka 134 150 163 170 172 187 Number of delivery points - Bangladesh 5 7 9111517 Number of automated teller machines 223 278 301 346 368 414 Annual Report 2014 Commercial Bank of Ceylon PLC 415 SUPPLEMENTARY INFORMATION

Decade at a Glance

Bank

Year ended December 31, 2011 2012 2013 2014 CAGR Rs. Mn. %

!" Stated capital 16,474 18,009 19,587 21,458 Statutory reserves 2,890 3,433 4,035 4,327 Retained earnings 2,547 4,178 4,233 4,258 Other reserves 21,853 26,957 33,089 40,469 =!" 441,329 511,743 605,987 795,610 21.71 Commitments and contingencies 234,551 279,593 295,452 352,453

Return on average shareholders’ funds (%) 20.28 20.96 18.40 17.01 Income growth (%) 10.45 38.24 16.31 0.96 Return on average assets (%) 1.94 2.12 1.87 1.60 Dividend per share (Rs.) 6.00 6.50 6.50 6.50 Ordinary share dividend cover (times) 1.61 1.86 1.89 1.99 Gross dividends to ordinary shareholders (Rs. Mn.) 4,904.70 5,421.42 5,522.47 5,627.87 "#T##? 83.30 82.01 77.48 75.89 Property, plant & equipment to equity (%) 19.31 16.73 14.65 14.85 Total assets to equity (times) 9.92 9.73 9.94 11.28 Capital funds to liabilities including contingent liabilities (%) 6.92 7.12 7.25 6.54 Cost/income ratio (%) 50.70 47.02 45.59 47.13 Liquid assets to liabilities (%) 26.35 25.79 34.05 33.11 "#%_`S"&!! Group Capital Adequacy (%) Tier I 12.11 12.63 13.30 13.07 Tier I & II 13.01 13.84 16.93 16.22

' Market value of a share (Rs.) 100.00 103.00 120.40 171.00 Earnings per share (Rs.) 9121213 Price earnings ratio (times) 11 9 10 13 Net assets value per share (Rs.) 54 63 72 81 Earnings yield (%) 91210 8 Dividend payout ratio (%) - Cash 42 37 37 35 Total dividend payout ratio (%) 62 54 53 50

' Number of employees 4,524 4,602 4,730 4,852 Number of delivery points - Sri Lanka 213 227 235 239 Number of delivery points - Bangladesh 17 17 18 18 10.62 Number of automated teller machines 514 572 604 625 6.73

CAGR - Compounded Annual Growth Rate SUPPLEMENTARY INFORMATION 416 Commercial Bank of Ceylon PLC Annual Report 2014

Events - 2014

January + —X Commercial Bank Donates ‘Best Bank in Sri Lanka’ Award Sri Lanka’s largest common ATM network Š‘Œ'=X]+ Commercial Bank’s First Š•"– ‘LankaPay’ strengthened its presence —?>+ island wide with the advent of Commercial ‘Forex ATM’ installed at @ˆ? Bank of Ceylon which owns the largest Crescat Boulevard _] single Bank owned ATM network, ˆ on to its platform. Commercial Bank Funded Eco ˆX

The new IT Lab was formally declared open by Commercial Bank’s former Managing Commercial Bank Bags Overall Director and CEO Mr Ravi Dias at the Gold at JASTECA CSR Awards Mahamithawa Junior School, Nikaweratiya, a mixed school with 200 students. Commercial Bank took the Gold and Silver for its Corporate Social Responsibility April initiatives in Education and Healthcare # The dream of a Sri Lankan inventor was respectively at the JASTECA CSR Awards #+ brought to fruition with the assistance of presented by the Japan Sri Lanka Technical the Commercial Bank of Ceylon when the Novel Online Project and Cultural Association. =]|" Sector Brand in Sri Lanka Ray Award winner Indresri Karunatilaka launched his eco friendly boat on the waters of the Beira Lake. February Commercial Bank Begins Commercial Bank Broadens its Renovation of Sri Pada Steps Offering in Investment Banking

More than 50,000 children from 50 schools have been provided the opportunity to Commercial Bank was ranked the third access carefully selected mathematics and most valuable brand in Sri Lanka in the science lessons via a specially created 2014 rankings compiled by Brand Finance web platform, to supplement their regular Lanka and published in the LMD Brands lessons in these subjects. Annual for the year. Commercial Bank began work on renovating two sections of the steps to Commercial Bank Announced Commercial Bank signalled its intentions %<&$'#&%U& ]—! to sharpen its focus on the sphere of ŠŒ– thousands of pilgrims who make the trek Z up Sri Lanka’s holy mountain. investment banking, with the re-launch and Operations in Kuwait ]!!Z€ renaming of its Corporate Finance Unit as ‘Commercial Bank Investment Banking’ to #$"\ %U##&%< ]! July \!\€ Executive Director Effective ‹‰•˜‹‰™" March Š™—‹ŒŠ‘ Points were Opened at Arpico Supercentre, Nawinna and Commercial Bank Wins International Award for Commercial Bank hosted its business †?† Social Empowerment partners at a gala event in Kuwait to X!ˆ celebrate completing 10 years of remittance operations in Kuwait.

June Commercial Bank Announced Commercial Bank Commissions ]Z Z"!=]—ƒ# Z!] —+ Commercial Bank CSR Trust won the prestigious Asia Responsible Commercial Bank was Ranked Z? Entrepreneurship Award (AREA) in the !=ŠŒŒŒ +—‹š?‹ŒŠ‘ sphere of ‘Social Empowerment’ at the _ˆ 2014 awards ceremony held in New Delhi. "–‹ŒŠ‘ The award presented to Commercial Bank is in recognition of the Bank’s contributions to the education sector in Sri Lanka with three nationally-scaled programmes - the donation Commercial Bank commissioned a of IT laboratories to schools, the annual drive-through ATM at the ‘K Zone’ presentation of scholarships and laptops shopping complex in Ja Ela. This is the to undergraduates and a programme to Bank’s second drive-through ATM. promote English literacy among rural children. Annual Report 2014 Commercial Bank of Ceylon PLC 417 SUPPLEMENTARY INFORMATION

Events - 2014

August Commercial Bank Acquires November Commercial Bank, Indra Finance Limited œ!>‹ Z† Commercial Bank Best Corporate Citizen Awards Bank at Asia’s Best CSR Commissions Practices Awards Z"ƒ!=] @

&%<#% Financial Sector Consolidation Road Map mandated by the Central Bank of Sri Lanka, Commercial Bank acquired a 100% stake Commercial Bank’s status as one of of Indra Finance Limited, with the Share Sri Lanka’s leading corporate citizens Sale and Purchase Agreement signed on ^%==>&#^%% 1st September 2014 at the Commercial Ceylon Chamber of Commerce presented _`K#H&=U the country’s largest private bank with the Runner-Up award at the 2014 Best Corporate Citizen Sustainability Awards, Commercial Bank received the award along with seven more accolades. for ‘Support and Improvement in quality &3#<Œ#@& October The Commercial Bank of Ceylon ‘Concern for Health’ at the 4th Asia’s Best commissioned its third drive-through Commercial Bank CSR Practices Awards at Singapore. = Automated Teller Machine (ATM) at the Adjudged Sri Lanka’s Strongest Bank in Sri Lanka’ Bank’s Gampaha branch. Commercial Bank Rated Most –‹ŒŠ‘ Respected Bank in Sri Lanka for Commercial Bank’s ŠŒ"– CSR Trust Donated Commercial Bank was rated as the most ]Š›Œ'=X respected bank in Sri Lanka for the 10th consecutive year and the second ‘Most Respected’ corporate entity in the country for the fourth consecutive year in the annual LMD rankings. Commercial Bank was adjudged Additionally, the Bank was ranked No. 1 ‘The Strongest Bank in Sri Lanka in 2014’ in Sri Lanka for ‘Honesty’ for the second by The Asian Banker, a leading provider successive year, topping the category that &S==S%= is most important to businesses in the services industry. Commercial Bank was bestowed with the =T Sri Lanka’s ‘Bank of the Year’ award by the world famous UK-based ‘The Banker’ + Magazine. Board at Brand Excellence 2014 September The CSR Trust of Commercial Bank Commercial Bank’s %T#S=<# Commercial Bank nationally-scaled IT education programme, Annual Report Best Commissioned Milestone when it donated its 150th fully-equipped Among Private Banks in IT laboratory to Beligamuwa Kanishta •ŒŒ=]>+ Vidyalaya in Galewela in the Matale district. @

December Commercial Bank won the coveted ‘Service Brand of the Year’ and three other accolades at the 2014 SLIM Commercial Bank Brand Excellence Awards to become the Receives License bank that won the most awards at this from Central Bank prestigious event conducted by the Sri Lanka Institute of Marketing. ] The 2013 Annual Report of Commercial X Bank won two key awards at the Best X –\]Xˆ Presented Annual Report Awards ‘Future Pensions Plan’ presented by the South Asian Federation ]!]\ &"<$"I"&S% %S%]<=>&%_`Œ= reporting standards.

The bank was adjudged the winner in the ‘Private Sector Banks’ category and ^%<Q<&%$""‚ Anniversary Award for Corporate =_`U% Governance Disclosures. Sri Lankan bank to be granted a license by the Central Bank of Myanmar to Commercial Bank launched a pensions Commercial Bank and Paycorp International ‚TH&% plan in an effort to empower the future (PYCI), a leading provider of enterprise South East Asian republic of more than aspirations of the youth as well as help payment processing solutions to banks, 50 million people. &<===%/ ##<>T= markets, have formed a strategic alliance =<%‹'"|H@Œ$` Multilingual Mobile POS solution. SUPPLEMENTARY INFORMATION 418 Commercial Bank of Ceylon PLC Annual Report 2014

Correspondent Banks

Canada /%" Bank of Nova Scotia (CAD) HSBC Bank PLC Den Norske Bank (NOK) Global Wholesale Services 8, Canada Square, Stranden 21, 0021, 720, King Street West, London. Oslo. Toronto. BIC: MIDLGB22 BIC: DNBANOKK BIC: NOSCCATT A/C: 58335536* (GBP), A/C: 7002.02.04808 A/C: 72214 59398188* (GBP) & 59448448* (EUR) Bank of Montreal (CAD) 100, King Street West, ~@ 24th Floor, >H&_%} Toronto, Church Street, No. M5X 1A1, Canada London, EC3V OBX. BIC: BOFMCAM2 BIC: SCBLGB2L A/C: 3144-1044-203 A/C: 1804813401

>=˜~“” International Deposit Services, 1850, / Gateway BL VD, 6th Floor, '!>|~#“ Concord CA 94520. P.O. Box 1800 1000 BV, BIC: BOFAUS6S Amsterdam. A/C: 6290890098 BIC: INGBNL2A A/C: 50908928 Citi Bank (US$) 111, Wall Street, 19th Floor, $ New York 10043. Credit Agricole SA (EUR) BIC: CITIUS33 75710 Paris Cedex 15, CCP, A/C: 36141446, 36241316* & Paris 702 U 020. 36242538* BIC: AGRIFRPP A/C: 20533624000* Z= Americas (US$) P.O. Box 318, Church Street Station, NY % 10008. UBS AG (CHF) BIC: BKTRUS33 P.O. Box CH-8098, A/C: 4034566 & 4447395* Zurich. BIC: UBSWCHZH HSBC Bank USA (US$) A/C: 02300000085408050000W & 500, Stanton Christiana Road, 02300000036535050000N* New York, Delaware 19713. BIC: MRMDUS33 A/C: 45829 & 147605* " Commerz Bank AG (EUR) —]!~“” ZTB BC Mitte 6.4, Mainzer Landstrass '" K#H&'`"T< 277-293, 60261, Banca Intesa BCI (EUR) ^, NY 10017. Frankfurt AM Main. RK#H&Œ=@> Nordea Bank Denmark A/S (DKK) BIC: CHASUS33 BIC: COBADEFF Transfer Dept., P.O. Box 850, DK-0900, Copenhagen. A/C: 400808625 & 400809176* A/C: 400872103701 & Piazza Della Scala 6, 20121 Milan. 400871436200* BIC: BCITITMM BIC: NDEADKKK ~“” A/C: 100100003820 A/C: 5000408909 & 5000017703* One Madison Avenue, New York, ~#“ Data & Exposure Control, NY 10010-3603. P.O. Box 110162 Theodor - BIC: SCBLUS33 Coperation (EUR) Heuss - Allee 112, D60036 A/C: 3582052360001, 3582052360002 Piazza Nogara 2, 37121 Verona, Vr. Frankfurt AM Main. & 3582052637001* BIC: BAPPIT22 => BIC: SCBLDEF A/C: 400000082 (US$) Wells Fargo Bank N.A. (US$) A/C: 18109406, 18149205 & International Banking Division, 018112204* 11, Penn Plaza, 4th Floor, Unicredito Italiano SPA (EUR) Banking Relations, 20th Floor, NY 10038. Unicredito Bank AG (EUR) Viale, Mberto, Tupini, 180, 1-00144 P.O. Box 3555, BIC: PNBPUS3NNYC D - 86311 Maenchen. Rome. Jeddah 21481. A/C: 2000191002407 & BIC: HYVEDEMM BIC: UNCRITMM BIC: NCBKSAJE 2000193003365* A/C: 69101429 A/C: 0995 4268 A/C: 55535150090301 Annual Report 2014 Commercial Bank of Ceylon PLC 419 SUPPLEMENTARY INFORMATION

Correspondent Banks

% India Japan Skandinaviska Enskilda Banken Axis Bank Limited (AC$) Hana Bank (US$) =]X~—– (SEK) 4th Floor, Axis House, Bombay No 101-1, 1KA, EULJIRO, P.O. Box 191, Nihonbashi, Tokyo. Utlandsreskontran Stockholm S Dyeing Mills Compound, Chung-ku, Seoul 100-191. BIC: BOTKJPJT 106 40. Pandurang Budhkar Marg. BIC: HNBNKRSE A/C: 653-0461318* BIC: ESSESESS Mumbai - 400 025 A/C: 06091000119831 A/C: 52018529803 BIC: AXISINBB ~—– A/C: 910020049396568* Kookmin Bank (US$) P.O. Box 9997, 21st Floor, "† 9-1, 2GA, Namdaemun - Sanno Park, (SEK) ?~# RO, Jung - GU, Tower 2-11-1, Nagata-cho, Chiyoda- BIC: HANDSESSA 1090, Poonamallee High Road, Seoul 100-703. ku, Tokyo 100-6155. A/C: 40324079* Chennai 600 084. BIC: CZNBKRSE BIC: SCBLJPJT BIC: BCEYIN5M A/C: 7598USD010 & 7618USD013* A/C: 2168531110 A/C: 1-119 #$!~“” Sumitomo Mitsui Banking ICICI Bank Ltd. (AC$) 66 Euljiro, Chung–ku,Seoul. ~—– Blom Bank France (AED) ICICI Bank Towers, Bandra-Kurla BIC: KOEXKRSE International Business Operations P.O. Box 4370, Al Maktoum Street, Complex, Bandra (East), A/C: 0963THR051080010 Dept.1-5-3, Kudanminami, Deira. Dubai. Mumbai 400 051. Chiyoda-ku, BIC: ICICINBB Woori Bank (US$) Tokyo,102-0074. BIC: BLOMAEAD A/C: 406000181 & 000406000220* No. 203, Hoehyeon-dong 1-gaJung- BIC: SMBCJPJT A/C: 510035395784101000 gu, Seoul. A/C: 4395 BIC: HVBKKRSE ]*~#Z 23-25, Mahathma Gandhi Road, A/C: W1027001US P.O. Box 1250, P.O. Box 558, Dubai. Mumbai 400 001. BIC: BOMLAEAD BIC: SCBLINBB + A/C: AE270330000010195511268 A/C: 22205031885 (AC$) & 22205394120 (ACE) X (AC$) _%#K#H& Hadi Mansion, 2 Dilkusha C/A Dhaka 1000. BIC: CCEYBDDH A/C: 2802000017

j P.O. Box 21, 9th Floor, 4-4A, Des Voeux Road. BIC: SCBLHKHH A/C: 41109468048 (HKD), 44709419107* (HKD) & 44709448344 (CNY)

Bank of America NA (AUD) Level 37, Governor Philip Tower 1 Farrer Place, Sydney NSW 2000. BIC: BOFAAUSXXX A/C :16421015*

HSBC Bank Australia Ltd. (AUD) 580, George Street, Sydney NSW. , BIC: HKBAAU2S ~” >~“” A/C : 011-796323-041* 1.1, Chundrigar Road, Karachi 75600. 3, Temasek Avenue, BIC: SCBLPKK # 14-00, Sennial Tower. National Australia Bank (AUD) A/C: 15000297601USD & BIC: CITISGSG 500, Bourke Street, 15000288701USD* A/C: 851122001 Melbourne. VIC 3000 \"ƒ! BIC: NATAAU33 A/C: 1803020052500 Sri Lanka Ltd (US$) 65, Chulia Street, OCBC Centre. # BIC: OCBCSGSG PLC (AC$) A/C: 1503-212862-301 ~>– Commercial House, 21, 22nd Floor, Standard Chartered /% Sir Razik Fareed Mawatha, ~@Z Tower, Bank of New Zealand (NZD) P.O. Box 856, P.O. Box 1901, 6, Battery Road, 201, Century Avenue, P.O. Box 2392, 1, Willis Street, Colombo 1. 7th Storey. Pudong, Shanghai. Wellington. BIC: CCEYLKLX BIC: SCBLSGSG BIC: SCBLCNSX BIC: BKNZNZ22985 A/C: 1420825031* A/C: 109344561 & 102318735* A/C: 501510533540 A/C: 2659680000 & 2690700000* SUPPLEMENTARY INFORMATION 420 Commercial Bank of Ceylon PLC Annual Report 2014

Historical Landmarks

The Eastern Bank Ltd. (EBL) opened a branch in Raised US $ 65 Mn. two-year syndicated loan with an 1920 option to extend it for a further year at the option of the Chatham Street. 2005 =#%<%=U>QTS in the country. 1957 The share capital of EBL was acquired by the Chartered Bank. #<#%U="-@%<> ‚#{$«@U><STQ>U#% The Commercial Bank of Ceylon Ltd. was incorporated 1969 2006 of its kind by an indigenous bank in Sri Lanka. with EBL holding 40% of its equity. Opened 150th branch at Mahiyanganaya. The business of the EBL was taken over by the 1971 Sold of its 30% stake in the equity of Commercial Leasing Chartered Bank. Company PLC. 2008 The Galle, Jaffna and Kandy branches of the Mercantile 1973 _%$`U`U`#S% Bank Ltd. were acquired by the Bank. ‘Top 1000 Banks in the World’.

1979 The Foreign Currency Banking Unit (FCBU) was formed. 2009 _%#=>_`$`U @@# Commercial Development Company Ltd. was incorporated Installed its 400th ATM at the Ruwanwella branch adding 1980 2010 to construct a Headquarters for the Bank with a 40% 50 ATMs during the year. equity participation. Became the only Sri Lankan bank to be ranked among The Headquarters of the Bank was shifted to ‘Commercial the ‘Top 1000 Banks in the World’ for the 2nd time. 1984 House’, No. 21, Bristol Street (now known as Sir Razik Fareed Mawatha), Colombo 01. 2011 Opened the 200th delivery point at Kataragama and installed the 500th ATM. 1987 EBL changed its name to Standard Chartered (UK) Holdings Ltd. Set up Islamic Banking Unit and Elite Branch for high networth customers. 1988 An associate company, Commercial Leasing Company Ltd. was formed. Became the only Sri Lankan bank to be ranked among the ‘Top 1000 Banks in the World’ for the 3rd time and for 2012 the 2nd consecutive year. 1990 Introduced ATM facilities to its customers. Raised as US $ 65 Mn., from the International Financial Corporation (IFC). 1993 Introduced the Core Banking Software - International Comprehensive Banking System (ICBS). Became the only Sri Lankan bank to be ranked among the ‘Top 1000 Banks in the World’ for the 4th time and for the 1994 Bank celebrated its 25th Anniversary. third consecutive year. 2013 Adjudged as the ‘Best Local Trade Bank in Sri Lanka’ by ‘Trade Finance (UK)’ for 4th time since Trade Finance 1996 Shareholdings in Commercial Development Company Ltd. increased to 94.55% through a share swap. began presenting this award since 2009. Raised US$ 75 million from the IFC as a ten year 1997 Standard Chartered Bank sold its 40% stake in the Bank. $ 2001 Opened the 100th branch at Kaduruwela and the Gold Trading Unit at the Foreign Branch. The 2013 Annual Report of the Commercial Bank of Ceylon PLC won two key awards at the Best Presented 2003 The operations of Credit Agricole Indosuez in Bangladesh Annual Report Awards presented by the South Asian was taken over. Federation of Accountants (SAFA) including the Gold award for the Winner in the Private Sector category. 2004 Commercial Bank Social Responsibility Trust was set up. Bank acquired the ownership of Indra Finance Ltd. Bank installed its 600th ATM at the Gold Centre branch. Annual Report 2014 Commercial Bank of Ceylon PLC 421 SUPPLEMENTARY INFORMATION

Glossary of Financial and Banking Terms

A F Acceptances Cost/Income Ratio ˆ| Promise to pay created when the drawee of a time Represents the proportion of total operating expenses The amount for which an asset could be exchanged, draft stamps or writes the word ‘accepted’ above to total operating income. or a liability settled, between knowledgeable, willing his signature and a designated payment date. parties in an arm’s length transaction. Corporate Governance Accounting Policies The process by which corporate entities are ˆ|=!X -%=UT<= governed. It is concerned with the way in which power "=)=U=>"]<#)<#==> and practices adopted by an entity in preparing and is exercised over the management and direction for the purpose of selling or repurchasing it in the presenting Financial Statements. of entity, the supervision of executive actions and &&=&##= accountability to owners and others. instruments that are managed together and for Associate which there is evidence of a recent actual pattern of ">^%%%T%S Correspondent Bank %QQ`S#TT/& <#^%%% A bank in a foreign country that offers banking facilities #TT%=S< interest in a joint venture. to the customers of a bank in another country. Finance Lease "ƒƒ Credit Risk "=^%%%=]<==%= All assets not in any of the three categories, namely, ‚`&==&<<> U#`%S^%&% %=#QQ<>&T=<%%ST obligations or the likelihood of not defaulting, carried U%=>#= Basel II out by an independent rating agency. liability or equity instrument in another entity. The capital adequacy framework issued by the Basel + Committee on Banking Supervision (BCBS) in the ˆ+#$! The simultaneous purchase of an amount of a form of the ‘International Convergence of Capital Agreement between two parties to exchange one currency for spot settlement and the sale of the same Measurement and Capital Standards’. currency for another at a future date at a rate agreed amount of the same currency for forward settlement. upon today. Basel III The BCBS issued the Basel III rules text, which D G presents the details of strengthened global regulatory Deferred Taxation standards on bank capital adequacy and liquidity. Group Sum set aside for income tax in the Financial A group is a parent and all its subsidiaries. Basis Point (BP) Statements that may become payable/receivable in a One hundredth of a percentage point (0.01%); 100 =>%%%<=> Guarantees basis points is 1 percentage point. Used in quoting Three party agreement involving a promise by one Derivatives movements in interest rates or yields on securities. >%S<&<==%U=S& "#TT=<% person owing a debt if that person fails to perform. the value of which changes in response to some C underlying variable (e.g. an interest rate). H * Dividend Cover Hedging The ratio between capital and risk-weighted assets as '&/#T##U>S#T##-% A strategy under which transactions are effected ##%&^`#T=#U>%_`& measures the number of times dividend is covered by with the aim of providing cover against the risk of =$=_$###U>% <>Œ#U<U= unfavourable price movements (Interest Rate, Prices Central Bank of Sri Lanka to suit local requirements. and Commodities, etc.). Z"– #*" Dividend per share as a percentage of its market value. †ƒƒ] Short-term highly liquid investments that are readily Debt assets acquired by the entity with positive convertible to known amounts of cash and which are E intention to be held-to-maturity. %%=##T##U> Assets that are unencumbered, liquid in markets Also known as portfolio impairment provisions. the number of ordinary shares in issue. during a time of stress and, ideally, be central bank Impairment assessment on a collective basis for eligible. These include, for example, cash and claims homogeneous groups of loans that are not considered Effective Tax Rate on central governments and central banks. #T#<==>S#T=^%%%T Provision for taxation excluding deferred tax expressed S&%U&/ U<#U<%T>U##% I Reporting Date. #*] Impaired Loans This is a method of accounting whereby the Commitments ^%#T#<=## investment is initially recognised at cost and adjusted Credit facilities approved but not yet utilised by provisions have been raised and also include loans thereafter for the post-acquisition changes in the the clients as at the date of the Statement of which are collateralised or where indebtedness has investor’s share of net assets of the investee. The Financial Position. already been written down to the expected realisable =&%T=<#%TŒ value. The impaired loan category may include loans, Contingencies %&%=&%T which, while impaired, are still performing. A condition or situation existing at date of the Statement of Financial Position where the outcome ^==U#=>U><Q occurrence of one or more future events. SUPPLEMENTARY INFORMATION 422 Commercial Bank of Ceylon PLC Annual Report 2014

Glossary of Financial and Banking Terms

Impairment ] ƒ_! This occurs when recoverable amount of an asset is -%=TS& The sum total of assets as per the Statement of less than its carrying amount. event, the omission or misstatement of which Financial Position and the credit equivalent of assets <=# <%#&< that are not on the Statement of Financial Position Impairment Provisions/Allowances of Financial Statements. multiplied by the relevant risk-weighting factors. Impairment provisions are a provision held as a <=&%S&%SS&% N ! incurred loss. An impairment provisions may either be Contract to sell and subsequently repurchase ##<####T#<= Net Interest Income (NII) <### collective (portfolio). The difference between the amount a bank earns on assets such as loans and securities and the amount "!#*~\# '! >=U=<%#&<# U<U=^/# "SU=#U=Q> and inter-bank borrowings. percentage of average ordinary shareholders’ equity. asset without physical substance. Net Interest Margin (NIM) "! Interest Spread The margin is expressed as net interest income Transaction involving the purchase of securities by Represents the difference between the average divided by average interest earning assets. a bank or a dealer and resale back to the seller at a interest rate earned on interest earning assets and &<<## the average interest rate paid on interest bearing Non Controlling Interest liabilities. Equity in a Subsidiary not attributable, directly or S indirectly, to a Parent. Segment Reporting K O Disclosure of Bank’s assets, income and ]!~] other information, broken down by activity and Key management personnel are those persons having Open Credit Exposure Ratio geographical area. authority and responsibility for planning, directing Total net non-performing loans and advances Specific Impairment Provisions and controlling the activities of the entity, directly or expressed as a percentage of regulatory capital base. Impairment is measured individually for loans that are indirectly, including any Director (whether executive or Operational Risk #T#<==>S%_` otherwise) of that entity. This refers to the risk of loss resulting from inadequate or failed internal processes, people and systems or "ˆ L from external events. A capital reserve created as per the provisions of the Liquid Assets Banking Act No. 30 of 1988. Assets that are held in cash or in a form that P can be converted to cash readily, such as deposits Parent An entity, including an unincorporated entity such as with other banks, Bills of Exchange and Treasury Bills A Parent is an entity that has one or more a partnership, which is controlled by another entity and Bonds. Subsidiaries. (known as the Parent). X" Price Earnings Ratio (P/E Ratio) Conventional loan assets that are unquoted Market price of a share divided by earnings per share. T (originated or acquired). Tier I Capital Z~Z Core capital representing permanent shareholders’ Xƒƒ|~X=| PD is an internal estimate for each borrower equity and reserves created or increased by The LTV ratio is a mathematical calculation which grade of the likelihood that an obligor will default appropriations of retained earnings or other surpluses. /%<&SS= on an obligation. a percentage of the total appraised value of real Tier II Capital property. The LTV ratio is used in determining the Provision Cover Supplementary capital representing revaluation appropriate level of risk for the loan and therefore Total provisions for loan losses expressed as a reserves, general provisions and other capital the correct price of the loan to the borrower. percentage of net non-performing loans and advances instruments, which combine certain characteristics before discounting for provisions on non-performing of equity and debt such as hybrid capital instruments Loss Given Default (LGD) loans and advances. and subordinated term debts. LGD is the percentage of an exposure that a lender expects to lose in the event of obligor default. R Y M Related Parties –] One party has the ability to control the other party Discount rate at which the present value of future Market Capitalisation /S <T%%> % ^^<=#]<=%<>Œ< Number of ordinary shares in issue multiplied `S=#S##=> by the market value of a share as at a date. or indirectly.

Market Risk Return on Average Assets (ROA) This refers to the possibility of loss arising from '&//#S&% %S%T=<&=< average assets. as a result of changes in market variables such as interest rates, exchange rates, credit spreads and other asset prices. Annual Report 2014 Commercial Bank of Ceylon PLC 423 SUPPLEMENTARY INFORMATION

Alphabetical Index

Page Page Page

About Our Bank 3 Events 2014 416 Managing Director’s Review 12 Accounting Policies 277 Events After the Reporting Period 405 Managing Risk at Commercial Bank 218 Annual Report of the Executive Summary 4 Market Capitalisation 262 Board of Directors 194 Financial Calendar 265 Market Prices of Shares 258 Assurance Report on Internal Control 210 Financial Goals 6 Maturity Gap Analysis 369 Auditors’ Report 266 Financial Highlights 6 Mission 3 Awards and Accolades 409 Financial Instruments - Non-Financial Indicators 7 Balances with Central Banks 318 Held-for-Trading 319 Net Assets Value Per Ordinary Share 368 Bangladesh Branch & ATM Network 55 Financial Investments - Network of Delivery Points - Sri Lanka 43 Available-for-Sale 329 Board Audit Committee Report 188 Notes to the Financial Statements 277 Financial Review 31 Board Human Resources & Notice of Meeting 424 Remuneration Committee Report 184 IS3/%S' 412 Operating Highlights 6 Board Integrated Risk Management General Reserve 365 Operating Segments 372 Committee Report 185 Goodwill 347 Other Assets 349 Board of Directors 128 GRI Content Index 119 Other Borrowings 351 _#&DŒ'= 129 Group Structure 408 Other Expenses 309 Board Nomination Committee Report 187 Historical Landmarks 420 Other Liabilities 354 Board Sub-Committees 152 Impaired Loans 329 Other Reserves 364 Capital Adequacy Computation 223 Income Statement 269 Personnel Expenses 308 Capital Commitment 368 Income Tax Expense 310 Price Earnings Ratio 6 Cash and Cash Equivalents 318 Independent Assurance Principal Activities and Nature Contingent Liabilities and Statement - DNV 116 of Operations 277 Commitments 367 Independent Assurance Property, Plant & Equipment 336 Corporate Governance 142 Statement - KPMG 114 Provision Cover 236 Corporate Information IBC Information on Movement in Provision for Gratuity 355 Corporate Management Team 132 Stated Capital 361 Provisions for Collective Impairment 325 Correspondent Banks 418 Intangible Assets 347 Provisions for Individual Impairment 325 Cost-Income Ratio 37 Interest Cover 259 Quarterly Performance 251 Decade at a Glance 412 Interest Expense 305 Related Party Disclosures 374 Deferred Tax Assets & Liabilities 352 Interest Income 304 Return on Assets 6 Derivative Financial Assets 319 Interest Yield on Subordinated Liabilities 360 Return on Average Derivative Financial Liabilities 350 Investments in Associates 335 Shareholders’ Funds 6 Direct Economic Value Generated Senior Management Team 136 and Distributed 80 Investments in Subsidiaries 333 Sources and Distribution of Income 81 Directors’ Interests in Contracts Investor Relations Supplement 246 with the Bank 212 Leasehold Properties 349 Stated Capital 361 Directors’ Statement on Lease Receivable 325 Statement of Cash Flows 276 Internal Control 208 Letter from the Chairman 8 Statement of Changes in Equity 272 Distribution & Composition of Liquid Assets Ratio 6 $&'¦H% Shareholders 260 Comprehensive Income 270 Litigation Against the Bank 368 Dividends 312 Statement of Directors’ Responsibility 206 Loans & Receivables to Banks 322 Dividend Cover 6 Statement of Financial Position 271 Loans & Receivables Dividend Per Share 6 to Other Customers 322 Statutory Reserves Fund 363 Donations 309 Macroeconomic Environment 16 Subordinated Liabilities 360 Due to Other Customers/Deposits Management Committee - The Banking Industry 22 from Customers 350 Bangladesh 138 Total Equity 271 Earnings Per Share 311 Management Discussion and Analysis 15 Twenty Largest Shareholders 264 Economic Value Added 82 Managing Director’s and Chief US Dollar Accounts 410 Effective Tax Rate 310 I=H&Œ‚U=> Vision 3 Employee Share Option Plan 362 Statement 211 SUPPLEMENTARY INFORMATION 424 Commercial Bank of Ceylon PLC Annual Report 2014

Notice of Meeting - Annual General Meeting

Notice is hereby given that the Forty-Sixth (46th) Annual General THAT accordingly and subject to the approval of the Shareholders Meeting (AGM) of the Commercial Bank of Ceylon PLC (the being obtained in the manner aforementioned the implementation of ‘Company’) will be held at the Galadari Hotel, ‘Grand Ballroom’, the said distribution scheme shall be as follows: No. 64, Lotus Road, Colombo 01, on Tuesday, March 31, 2015 ~+[ at 2.00 p.m. for the following purposes: A cash distribution of a sum of Rs. 1,621,013,632/-, (subject 1. To receive and consider the Annual Report of the Board of Directors however to necessary amendments being made to such amount to on the affairs of the Company, the Statement of Compliance and include the dividend payable on the options that may be exercised by the Financial Statements for the year ended December 31, 2014 the employees under the Company’s ESOP schemes) shall be made together with the Report of the Auditors thereon. to the entitled Shareholders ordinary (voting) shares; and a sum of 2. To declare a dividend as recommended by the Board of Directors Rs. 111,159,892/- shall be made to the entitled Shareholders of the ###&%^>& ~++[ ordinary resolution. [To be passed only by the ordinary (voting) The balance sum of: Shareholders] - Rs. 1,621,013,632/-, (subject however to necessary -K"-=#T##&‚)Q<##&<==>Q##> amendments being made to such amount to include the dividend (voting) and (non-voting) share constituting a total sum of payable on the options that may be exercised by employees Rs. 3,464,347,048/- based on the issued ordinary (voting) and under the Company’s ESOP schemes) to which the ordinary (non-voting) shares as at February 20, 2015 [subject however to (voting) Shareholders are entitled (less any Withholding Tax); and necessary amendments being made to such amount to include - Rs. 111,159,892/-, to which the ordinary (non-voting) the dividends pertaining to the options that may be exercised Shareholders are entitled (less any Withholding Tax), by employees under the Commercial Bank of Ceylon PLC (the ‘Company’) ESOP schemes] be and is hereby declared for the %==U#U>%==#<&^#>TS =>##DU%<##&<==> and (non-voting) shares to the entitled Shareholders of the ordinary paid ordinary (voting) and (non-voting) shares of the Company; (voting) and (non-voting) shares respectively, on the basis of the following ratios: THAT such dividend so declared be paid out of exempt dividends (a) 01 new fully-paid ordinary (voting) share for every 99.888889 received (if any), dividends received on which Withholding Tax has existing issued and fully-paid ordinary (voting) shares calculated on already been paid by the paying companies (if any), and the balance the basis of the market value of the ordinary (voting) shares as at <&%&%>^%%U=^<=#U=U= the end of trading on February 20, 2015; and Withholding Tax of ten percent (10%); (b) 01 new fully-paid ordinary (non-voting) share for every 77.222222 existing issued and fully-paid ordinary (non-voting) shares THAT the Shareholders entitled to such dividend would be those calculated on the basis of the market value of the ordinary Shareholders [both ordinary (voting) and (non-voting)], whose names (non-voting) shares as at the end of trading on February 20, 2015. have been duly registered in the Shareholders’ Register maintained by the Registrars of the Company [i.e. SSP Corporate Services THAT the ordinary (voting) and (non-voting) residual share fractions, (Pvt) Ltd., No. 101, Inner Flower Road, Colombo 03] and also those respectively, arising in pursuance of the aforementioned allotment and Shareholders whose names appear on the Central Depository issue of new ordinary (voting) and (non-voting) shares, be aggregated, Systems (Pvt) Ltd. (‘CDS’) as at end of trading on the date on which and the ordinary (voting) and (non-voting) shares, respectively, %]<=<&%$%%=#S#%= arising consequent to such aggregation be allotted to a Trustee to be dividend is passed (‘entitled Shareholders’); nominated by the Board of Directors of the Company, and that the Trustee so nominated and appointed be permitted to hold the said THAT subject to the Shareholders (a) waiving their pre-emptive rights shares in trust until such shares are sold by the Trustee on the trading to new share issues and (b) approving the proposed allotment and &%=U$`3/%S#%%=# issue of new ordinary (voting) and (non-voting) shares by passing the thereof be donated to a charity or charities approved by the Board of =<<#U=^%#=#= Directors of the Company; dividend of Rs. 4/- per issued and fully-paid ordinary (voting) and QTS%U#U<###=>U>%> THAT the new shares to be issued in pursuance of the said of cash and partly by the allotment and issue of new ordinary (voting) distribution scheme constituting a total issue of 8,114,083 new and (non-voting) shares (the ‘distribution scheme’) based on the share ordinary (voting) shares, based on the issued and fully-paid ordinary prices of ordinary (voting) and (non-voting) shares as at February 20, (voting) shares as at February 20, 2015, (subject however to the 2015 in the manner following: necessary amendments being made to such number to include the dividend on the options that may be exercised by the employees  The payment in cash of Rs. 2/- per issued and fully-paid ordinary under the Company’s ESOP schemes) and 719,740 new ordinary (voting) and (non-voting) share (less any Withholding Tax); and (non-voting) shares based on the issued and fully-paid ordinary  The allotment and issue of new ordinary (voting) and (non-voting) (non-voting) shares as at February 20, 2015 shall, immediately shares in satisfaction of the balance Rs. 2/- dividend entitlement consequent to due allotment thereof to the entitled Shareholders rank (less any Withholding Tax). equal and pari passu in all respects with the existing issued and Annual Report 2014 Commercial Bank of Ceylon PLC 425 SUPPLEMENTARY INFORMATION

Notice of Meeting - Annual General Meeting

fully-paid ordinary (voting) shares and the existing issued and Depository Systems (Pvt) Ltd. (‘CDS’) as at the end of trading on the fully-paid ordinary (non-voting) shares of the Company respectively day when the relevant resolutions to be passed by Shareholders in including the entitlement to participate in any dividend that may be =%=#T##&#<=>#U>$%%=# declared after the date of allotment thereof and shall be listed on the (‘entitled Shareholders’) and which new shares shall rank equal and Colombo Stock Exchange; and pari passu with the existing issued and fully-paid ordinary (voting) and (non-voting) shares of the Company including the right to participate THAT the new ordinary (voting) and (non-voting) shares to be so in any dividend which may be declared after the date of allotment of allotted and issued shall not be eligible for the payment of the such shares be and is hereby approved in pursuance of Section 99 of dividend declared hereby and which dividend shall accordingly be the Companies Act No. 07 of 2007 and Article 10 of the Articles of payable only on the 810,506,816 existing issued and fully-paid Association of the Company; and ordinary (voting) shares as at February 20, 2015 and 55,579,946 existing issued and fully-paid ordinary (non-voting) shares as at THAT accordingly the Company’s management be and is hereby February 20, 2015 (subject to amendments thereto to include the authorised to take all necessary steps to give effect to the aforesaid shares arising on the options that may be exercised by the employees proposed issue of new ordinary (voting) and (non-voting) shares of under the Company’s ESOP schemes). the Company.

~_"ƒ! Z">‹¡[ 3. To re-elect the following Directors who, in terms of the Company’s Subject to the passing of the Ordinary Resolution set out in Dividend Articles of Association, retire by rotation, as given below: ‚=<UT##&%#SDU£# >&<&&>S%=#T##&% (b) To authorise the Board of Directors to determine the year ended December 31, 2014: <&%"<#&%=>#S December 31, 2015. “The allotment and issue of 8,114,083 new ordinary (voting) shares 5. To authorise the Board of Directors to determine donations for the (subject however to the necessary amendments being made to year 2015. such number to include the dividend on the options that may be exercised by the employees under the Company’s ESOP schemes), By Order of the Board of Commercial Bank of Ceylon PLC, and 719,740 new ordinary (non-voting) shares credited as fully-paid to Shareholders registered in the Company’s share register and on the Central Depository Systems (Pvt) Ltd. (‘CDS’) as at the end of trading on the day when the relevant resolutions to be passed by Shareholders are, in fact, duly passed by Shareholders (‘entitled Shareholders’) and which new shares shall rank equal and pari passu with the existing issued and fully-paid ordinary (voting) and (non-voting) shares of the Company including the right to Ms. Ranjani Gamage participate in any dividend which may be declared after the date of Company Secretary allotment of such shares”. March 09, 2015 (iii) "'\~"!~ƒ"! Colombo ~Z">‰ Subject to the passing of the Notes Ordinary Resolution set out in Dividend Resolution No. 1 above, ##&% i. A duly registered and entitled holder of the Company’s ordinary (voting) shares is entitled to attend, speak and vote at the AGM and is entitled to appoint a way of a Special Resolution [To be passed by a separate vote of Proxyholder to attend, speak and vote in his/her stead. the ordinary (voting) Shareholders and of the ordinary (non-voting) ii. duly registered and entitled holder of the Company’s ordinary Shareholders respectively]: (non-voting) shares is entitled only to attend and speak at the AGM and to vote only on the resolutions set out in item 2 (ii) and 2 (iii) of the Notice of Meeting. THAT the proposed allotment and issue of 8,114,083 new ordinary Such a Shareholder is entitled to appoint a Proxyholder to attend and speak on his/her behalf and to vote only on the resolutions set out in item 2 (ii) and 2 (iii) (voting) shares [subject however to the necessary amendments being of the Notice of Meeting. made to such number to include the dividend on the options that iii. A Proxyholder need not be a Shareholder of the Company. may be exercised by the employees under the Commercial Bank of iv. A Form of Proxy is sent along with this Report. The completed Form of Proxy Ceylon PLC (the ‘Company’) ESOP schemes], and 719,740 new %<=#U##%‚S#H&&%>‹= ordinary (non-voting) shares credited as fully-paid to Shareholders House’, No. 21, Sir Razik Fareed Mawatha (formerly known as Bristol Street), registered in the share register of the Company and on the Central Colombo 01, not less than 48 hours before the time appointed for the holding of the AGM. SUPPLEMENTARY INFORMATION 426 Commercial Bank of Ceylon PLC Annual Report 2014

Circular to the Shareholders on the Final Dividend for 2014

Dear Shareholder/s, ˆZ"Z‰Š?‹ŒŠ‘ The above share ratio is based on a value of Rs. 179.80 per ordinary Z (voting) share and Rs. 139.00 per ordinary (non-voting) share [subject to '>+ ten percent (10%) Withholding Tax, as may be applicable] as at the end &#SIU<>-%_#&D#% The Board of Directors of Commercial Bank of Ceylon PLC (the the aforementioned values which constitutes the consideration for which ‘Company’), is pleased to inform its Shareholders that from and out of the the new shares are to be allotted and issued is fair and reasonable to the >Œ&%=>##DU= Company and to all its existing Shareholders. dividend distribution of Rs. 4/- per each existing issued and fully-paid #>TS#QTS%##&%= Entitled Shareholders year ended December 31, 2014 for due declaration by the Shareholders at the Annual General Meeting (‘AGM’) to be held on March 31, 2015. Shareholders entitled to participate in the said dividend (the ‘entitled -%_#&D#%%>^==UU= Shareholders’) are those who are duly registered in the Company’s share satisfy the solvency test set out in Section 57 of the Companies Act register and also those Shareholders whose names appear on the Central No. 07 of 2007 [“CA 2007”] immediately post-payment of such dividend. Depository Systems (Pvt) Ltd. (‘CDS’) as at the end of trading on the date "&=T>%UT##U>%>Œ"<# on which the requisite resolution of the Shareholders in this regard is Messrs KPMG, Chartered Accountants. duly passed.

Subject to obtaining the approval of the Shareholders, the said dividend In calculating the number of shares held by a Shareholder as at the relevant ^==U##^%#U<%^%U> date for the proposed allotment and issue of new shares, the shareholding of the Shareholder as appearing in the CDS and the Shareholders’ (i) a cash distribution totalling Rs. 1,732,173,524/- based on the issued Register maintained by the Registrars of the Company (SSP Corporate and fully paid ordinary (voting) and (non-voting) shares of the Company Services (Pvt) Ltd., No. 101, Inner Flower Road, Colombo 03) will not be as at February 20, 2015 [subject however to necessary amendments aggregated. However, if a Shareholder holds shares with multiple stock being made to such sum to accommodate the dividend payable on brokers, the shares held with multiple stock brokers will be aggregated for the options that may be exercised by employees under the Company’s calculation purposes, and the shares arising as a result of the proposed ESOP schemes] will be made in part satisfaction of such dividend. issue and allotment of new shares will be uploaded proportionately to the respective CDS accounts held with each broker. The Company has (ii) new ordinary (voting) and (non-voting) shares will be allotted obtained the approval in principle of the Colombo Stock Exchange (‘CSE’) and issued, in satisfaction of the remaining dividend entitlement, for the proposed allotment and issue of new shares. constituting a total sum of Rs. 1,732,173,524/- based on the issued and fully paid ordinary (voting) and (non-voting) shares of the Residual Fractions of Shares Company as at February 20, 2015 [subject however to necessary amendments being made to such sum to accommodate the dividend The residual fractions arising from the aforementioned allotment and payable on the options that may be exercised by employees under issue of new ordinary (voting) and (non-voting) shares respectively, will the Company’s ESOP schemes]. be aggregated and the shares arising consequent thereto will, subject to receiving the approval of the Shareholders therefor, be allotted to Accordingly, and in pursuance of the aforesaid distribution scheme, the a Trustee to be nominated by the Board of Directors. The Trustee so Company proposes to issue: nominated, will hold the said shares in trust until such shares are sold by a) 8,114,083 number of new ordinary (voting) shares, calculated based %-<%#S &%$3-%=#S on the issued and fully paid ordinary (voting) shares as at February therefrom shall, subject to receiving the approval of the Shareholders 20, 2015 [subject however to necessary amendments being made therefor, be distributed to a charity/charities approved by the Board of to such number to include the dividend on the options that may be Directors. The sale of such shares will be effected by the Company within exercised by employees under the Company’s ESOP schemes], a reasonable period of time, following the date on which the approval of the and on the basis of their market value (closing price) as at the end of Shareholders has been obtained in this regard. trading on February 20, 2015; and Status of the New Shares b) 719,740 number of new ordinary (non-voting) shares calculated based on the issued and fully paid ordinary (non-voting) shares The new ordinary (voting) and (non-voting) shares to be so issued, as at February 20, 2015 and on the basis of their market value immediately consequent to due allotment thereof to the entitled (closing price) as at the end of trading on February 20, 2015. Shareholders, shall rank equal and pari passu in all respects with the existing issued and fully-paid ordinary (voting) and (non-voting) shares, The said shares shall be issued in the following ratios to the respectively, of the Company. entitled Shareholders: a) One new fully-paid ordinary (voting) share for every 99.888889 Listing/Exchange Control Approval existing issued and fully-paid ordinary (voting) shares calculated on An application has been made to the CSE for listing the new ordinary the basis of the market value of the ordinary (voting) shares as at the TS#QTS%%&==&%$3-% end of trading on February 20, 2015; and application has been approved ‘in principle’ by the CSE. The Company b) One new fully-paid ordinary (non-voting) share for every will obtain approval of the Controller of Exchange in principle for the 77.222222 existing issued and fully-paid ordinary (non-voting) shares allotment and issue of the new ordinary (voting) and (non-voting) shares calculated on the basis of the market value of the ordinary (non-voting) to the Company’s non-resident Shareholders, where applicable. shares as at the end of trading on February 20, 2015. Annual Report 2014 Commercial Bank of Ceylon PLC 427 SUPPLEMENTARY INFORMATION

Circular to the Shareholders on the Final Dividend for 2014

Shareholder Approvals: Uploading of Shares Into CDS Accounts -%#%#&&>S%UT#=#T## In the event that the requisite resolution declaring the dividend [including is subject to Shareholders granting approval therefor by passing the its manner of satisfaction thereof] by way of the issue and allotment of new resolutions set out in the attached Notice of Meeting pertaining to the shares is passed by the Shareholders, the accounts of the Shareholders following matters: whose shares are deposited in the CDS would be directly uploaded with the new shares to the extent that such Shareholder has become entitled  "<%&>%=#T##=>U>==# thereto. The shares would be uploaded within seven market days from issue of new shares and excluding the date on which the requisite resolutions are passed. If Article 124 of the Company’s Articles of Association provides, in effect, a Shareholder holds multiple CDS accounts the total entitlement will be that, subject to the CA 2007 the Board is empowered to pay a dividend directly deposited to the respective CDS accounts proportionately. or otherwise make a distribution in whole or in part by the distribution &#<=&#<%<< Pursuant to a Direction issued by the Securities and Exchange of principles of transparency, the Board seeks the authorization of Commission of Sri Lanka (‘SEC’) pertaining to the de-materialisation of $%%=#&%&&%=#T##U>%<&^ listed securities, the Shareholders who hold shares in scrip form (i.e. Share ordinary (voting) and (non-voting) shares in the manner set out above. %$%‚S#U>%‚S&% The relevant ordinary resolution to be passed by the Shareholders in this >^==U<#$%&%^%==# regard is set out in item 2(i) of the attached Notice of Meeting. and issued in their favour. Such Shareholders are accordingly requested to <^%%D$##%$%  Waiver of pre-emption rights to new share issues [Article 9 A]: the CDS prior to the date of the AGM of the Company. This will enable the Company to deposit the new shares directly into the Shareholder’s In terms of Article 9 A of the Company’s Articles of Association, any CDS Account. <&%U>#%<U&&#% Shareholders in proportion to their holding at the time of the offer, unless If a Shareholder fails to deposit his/her existing ordinary (voting) and/or otherwise authorized by an ordinary resolution of the Company. (non-voting) shares in the CDS prior to the date of the AGM, such Shareholder’s entitlement of new ordinary (voting) and/or (non-voting) "#T<=>%=#T###U#U> shares will be deposited by the Company after such Shareholder has the allotment and issue of new ordinary (voting) and (non-voting) shares in opened a CDS Account and has informed the Company’s Registrars the manner set out above and on the application of the abovementioned in writing of his/her CDS account number. Until such CDS account is ratio. The said allotment and issue of new shares would accordingly be in opened by a Shareholder as aforementioned, the new ordinary (voting) excess of 500,000 shares. As such, the authorisation of Shareholders is and (non-voting) shares that are allotted in his /her favour will be registered sought under and in terms of the abovementioned Article 9 A for the waiver in such Shareholder’s account in the Share Register maintained by the by Shareholders of their pre-emption rights to the new shares to be issued Company [subject to compliance with Exchange Control requirements as exceeding 500,000 ordinary (voting) and (non-voting) shares. The relevant may be applicable in respect of non-resident Shareholders]. Consequent ordinary resolution to be passed by the Shareholders in this regard is set to the opening of the CDS account by such Shareholder, the new shares out in item 2 (ii) of the attached Notice of Meeting. will be credited to such CDS account. Direct uploads pertaining to written requests received from Shareholders to deposit such shares will be done  Alteration of Shareholder Rights [Section 99 of the CA 2007 and on a weekly basis. Article 10 of the Articles of Association]: The Company is required, in compliance with the above provisions, to seek AGM Shareholder approval by a special resolution for the proposed method of Attached hereto is the Annual Report comprising the notice &&%=#T##U>==#<&^#> convening the AGM for March 31, 2015 and setting out in item 2 (voting) and (non-voting) shares in the manner set out above. The relevant thereof, the relevant resolution to be passed by the Shareholders in special resolution to be passed by the Shareholders in this regard is set the above regard. out in item 2 (iii) of the attached Notice of Meeting. Form of Proxy Confirmation of Compliance Shareholders who are unable to attend the AGM in person are -%_#&D%U>%%==#< entitled to appoint a proxy to attend and speak and also vote on their of new shares is in compliance with the Articles of Association of the behalf, depending on their voting rights. If you wish to appoint such Company, the Listing Rules of the CSE and the provisions of the a proxy, kindly complete and return the enclosed Form of Proxy (in CA 2007. #^%<#%%‚S# H&&%>=%!%<U&% Allotment of the New Shares scheduled for the holding of the AGM. The Board of Directors emphasises that the aforementioned allotment #<&^%&&%=#T##&% Yours faithfully, year ended December 31, 2014 and shall be dependent on and subject By Order of the Board of Commercial Bank of Ceylon PLC to the Shareholders passing the requisite resolutions. (Sgd.) Ms. Ranjani Gamage Company Secretary

March 09, 2015 SUPPLEMENTARY INFORMATION 428 Commercial Bank of Ceylon PLC Annual Report 2014

Notice of Meeting - Extraordinary General Meeting

Employee Share Option Plan – 2015 Notice is hereby given that an Extraordinary General Meeting of 3. Approval under Section 99 of the Companies Commercial Bank of Ceylon PLC will be held immediately after Act No. 7 of 2007 & Article 10 of the Articles of the conclusion of the Annual General Meeting which has been Association of the issue of new shares under the convened for Tuesday, March 31, 2015 at 2.00 p.m. at the Employee Share Option Plan – 2015 Grand Ballroom of the Galadari Hotel, No. 64, Lotus Road, - Resolution No. 3 Colombo 01 for the following purposes: -##&%^> 1. Establishment of the Employee Share of a Special Resolution: Option Plan – 2015 - Resolution No. 1 “THAT the allotment and issue as may occur from time to time of -##&%^> new ordinary voting shares by the Board of Directors of Commercial of a Special Resolution: Bank of Ceylon PLC [the “Company”] under and in pursuance of the Employee Share Option Plan (ESOP) – 2015, established in terms of “THAT the Employee Share Option Plan - 2015 as detailed out in the the ‘Circular to Shareholders – Employee Share Option Plan (ESOP) ‘Circular to the Shareholders - Employee Share Option Plan (ESOP) – 2015’ dated March 9, 2015 subject to and based on the terms and – 2015’ dated March 9, 2015 be established by Commercial Bank of conditions stated therein, be and is hereby approved for purposes of Ceylon PLC subject to and based on the terms and conditions stated Section 99 of the Companies Act No. 7 of 2007 and Article 10 of the therein. Articles of Association of the Company; and

2. Waiver of Pre-Emption Rights to new shares to THAT accordingly the Company’s management be and is hereby be issued under the Employee Share Option Plan – authorized to take all necessary steps to give effect to the above”. 2015 to parties, other than Existing Shareholders - Resolution No. 2 By Order of the Board of Commercial Bank of Ceylon PLC -##&%^> of an Ordinary Resolution:

“THAT the Board of Directors of Commercial Bank of Ceylon PLC [the “Company”] be and is hereby empowered and authorized to allot and issue from time to time new ordinary voting shares under and in pursuance of the Employee Share Option Plan (ESOP) – 2015, Ms. Ranjani Gamage established in terms of the ‘Circular to Shareholders – Employee Company Secretary Share Option Plan (ESOP) – 2015’ dated March 9, 2015 subject to and based on the terms and conditions stated therein, and March 9, 2015 accordingly the pre-emptive rights of the Shareholders in relation to new share issues and the consequent necessity to offer such new Notes %%>Œ$%%=#Q%/S (i) A Shareholder entitled to attend, speak and vote at the meeting is entitled shareholding and in a manner which would, if accepted, maintain the to appoint a Proxyholder to attend, speak and vote in his/her stead and a Shareholder who is entitled only to attend and speak at the meeting is entitled relative voting and distribution rights of such Shareholders, be and is to appoint a Proxyholder to attend and speak on his/her behalf. A Proxyholder hereby waived in pursuance of Article 9 A of the Company’s Articles need not be a Shareholder of the Company. of Association”. (ii) A form of Proxy is sent along with this Notice. The completed Form of Proxy %<=#U##%‚S#H&&%>= House”, No. 21, Sir Razik Fareed Mawatha, Colombo 01, not less than 48 hours before the time appointed for the holding of the Meeting. Annual Report 2014 Commercial Bank of Ceylon PLC 429 SUPPLEMENTARY INFORMATION

Circular to Shareholders on Proposed Employee Share Option Plan – 2015 (ESOP-2015)

Dear Shareholder/s,

1. Business Case The ESOP-2015 is proposed by the Board of Directors in aiming at (a) Background and Proposal further motivating the staff, so that they would continue to maintain the growth momentum of the Company and push the Company Commercial Bank of Ceylon PLC (the ‘Company’) has, with the into new heights in the future with consequential direct and indirect approval of the Shareholders successfully implemented the two U$%%=#-%_#&D#% Employee Share Option Plans (‘ESOPs’) which were introduced the staff motivation generated through the proposed ESOP-2015 will during the years 2002 [‘ESOP-2002’]and 2008 [‘ESOP-2008’], contribute substantially towards the success of your Company in out- respectively. The said ESOPs, which had also received the approval &S%==`&U<S^%U=> of regulatory bodies were operated in accordance with the Guidelines and market capitalisation of its shares. set out by the Securities and Exchange Commission of Sri Lanka (the ‘SEC’) and the Colombo Stock Exchange (the ‘CSE’) and were 2. Quantum of Share Options to be Issued successfully concluded in 2006 and 2012 respectively. Under the proposed ESOP-2015, the Company will allocate up to Given the success of the above two ESOP schemes, which have a maximum of 2% of the total issued and fully-paid ordinary [voting] U&<<=UU%=>#$%%=#&% shares of the Company amounting to 16,210,714 (subject to Company, and, in keeping in line with modern international practices, exercise of existing ESOPs). This equity allocation would be issued the Company’s Board of Directors propose to introduce an ESOP for to employees in the form of share options in a maximum of three (03) the year 2015 [‘ESOP-2015’], subject to regulatory and Shareholder annual tranches spread over a period of three (03) years, commencing approval being obtained therefor. It is to be noted that in comparison from 2015 and after 3 years the ESOP-2015 would lapse. to the previous ESOP schemes, the eligible employee coverage has UT#S=>%% -%^%^<=#</<&?% whilst the third tranche would amount to a maximum of 1%, of the Furthermore, ESOP-2015 has been structured with the professional ordinary [voting] shares in issue as at the grant date [i.e. the date on assistance of NDB Investment Bank [‘NDBIB’] and also Messrs which the share options are offered/granted to the employee]. The KPMG, Chartered Accountants, who have provided advice regarding Company’s Board of Directors will, however, have the discretion to the tax and accounting implications pertaining to the scheme. The decide on the exact size of an annual tranche up to the said limits to terms and conditions governing the ESOP-2015 are, as set out US#=>##S%/&%T herein, subject however to the provisions of applicable Statutes, the of the qualifying criteria by the Company in the previous year, as nd Listing Rules of the CSE and other applicable rules and regulations detailed in Section 3 below (subject however to the 2 paragraph of of regulatory bodies and provided that any matter not expressly dealt section 4 below). If the quantum of share options offered in a given with herein or which lacks clarity will, for purposes of administrative year is less than the abovementioned maximum amounts of 0.5% or &>#=>&%%U##%# 1%, the remainder which has not been offered in a given year will of the Company’s Board of Directors [subject to such Board being remain unissued. constituted for this purpose only of the Non-Executive Directors] within the framework of the Report provided by NDB Investment In the event of subsequent Bonus Issues [Capitalisation of Reserves], Bank to establish ESOP-2015. Stock Dividends, Rights Issues and/or Sub-division/Consolidation of Shares by the Company which occur during the vesting period and ESOP-2015 will come into effect from April 01, 2016 [subject to the exercise period [in the case of unexercised options], the number all necessary approvals being obtained therefor] and will lapse on and the exercise price of the share options to be offered under the September 30, 2018. affected tranches will be adjusted as per the applicable rules of the ESOP-2015, which have been drafted in accordance with the (b) Global Trends accepted market practices. ESOPs are increasingly used in the corporate world as an effective 3. Qualifying Criteria that the Company should tool to align employee interests with Shareholder expectations satisfy to proceed with ESOP-2015 by enabling employees to take part in the share ownership of the Company. (a) Profitability -%_`%<=#%T%<=U<#S#&/& (c) Benefits to Shareholders and to the Company %T=>S&&=SU= As you are aware your Company has been performing remarkably employees to be entitled for share options. well in the recent past. These recent successes of the Company are largely due to the efforts and contributions made by the staff, -%>ŒSS^%&'"&-/'"- <=%3/<TH&}#"#UT^% =>%<=#/#%TS&SS^% efforts have been highly appreciated by the Shareholders at general of PAT disclosed by the competitor banks in their Annual Reports meetings of the Company. during the same period. However, PAT of the Company and competitor banks will be adjusted on account of the foreign currency transaction gains/losses, if any, arising from their overseas banking operations, and which are currently recognised in the Statement of Changes in Equity, as per the Accounting Standards. SUPPLEMENTARY INFORMATION 430 Commercial Bank of Ceylon PLC Annual Report 2014

Circular to Shareholders on Proposed Employee Share Option Plan – 2015 (ESOP-2015)

These competitor banks for 2015 will be Hatton National Bank Hence, share options under the annual tranches up to a maximum of PLC, Sampath Bank PLC, NDB Bank PLC, Seylan Bank PLC and three (03) will be granted during the period from 2016 to 2018. Any The Hongkong and Shanghai Banking Corporation Ltd - Sri Lanka share options not allocated during this period, due to the Company Branch. The Board of Directors has the authority to amend the list not achieving the above qualifying criteria will be cancelled. of comparator banks, depending on the market conditions and other relevant issues. 5. Share Option Grant Dates Share options under the 1st tranche of the ESOP-2015, shall, in (b) Return on Equity (ROE) respect of the year 2015, be offered on April 01, 2016. Thereafter, -%^Œ‚H3&=><#% ESOP-2015, the last being on April 01, 2018. following formula should exceed the required ROE of the Company, to be decided by the Board of Directors of the Company. 6. Share Option Allocations to Individual Employees – Eligibility Criteria For an employee to be eligible for share options under a particular ROE ='"&-/ x 100 tranche of the ESOP- 2015, he/she: Average of quarterly book value of Equity (Shareholders’ funds) %<=#U3/<TH&}#"UT^`S Sri Lanka operations and includes Executive Directors of the Required ROE = Simple average of the weekly published weighted Company and having a performance grading of ‘Very Good’ average rates of interest (after tax) on one (1) year Treasury bills during or above in the annual performance assessment system of the %=U==>`&Ž]<>`< Company for the applicable year. be determined by the Board of Directors between 5% - 7% which will be communicated to the eligible staff annually in advance. 7. Vesting Period Once the share options are granted for 2015, 2016 and 2017 the (ii) ROE of the Company, measured as per the formula in eligible employee should remain in the employment from April 01 to UUT&=>%<=#/#%TS September 30, 2016, 2017 and 2018 respectively for them to be (pooled) ROE of comparator Banks during the same period, to be able to exercise each option of ESOP-2015. Hence, every tranche calculated using the same formula referred to in 3(b)(i) above. will have the following vesting schedule:

Tranche % of Voting Period of Option Date of Exercise (c) Compliance Shares Performance Grant Date Vesting Period -%>%<=#&<=====%&==^S=]< Issued Evaluation (Assumed) (maximum)

-U<]<=#<#&%/="<#£ 1 0.5 FY 2015 01.04.2016 30.09.2016 1.10.2016 to -&<===%‚S<=>]<="#]<>]<# 30.09.2019 Assets and Statutory Reserve Requirements of the Central Bank of 2 0.5 FY 2016 01.04.2017 30.09.2017 1.10.2017 to Sri Lanka (the ‘CBSL’), without any material breach; 30.09.2020 3 1.0 FY 2017 01.04.2018 30.09.2018 1.10.2018 to iii. To classify the Non Performing Loans properly; 30.09.2021 iv. To make provisions on Non performing Loans accurately; v. To adhere to the rules of the CSE and the Securities and 7.1. Early Vesting Exchange Commission of Sri Lanka; and In the event of retirement or death of an eligible employee, there will vi. To adhere to the applicable provisions of the Mandatory Corporate be an immediate vesting of all the options granted to the respective Governance Code of the CBSL. eligible employee. I<===&%UT=%<=#UU=%# from the disclosures made in the Directors’ and Auditors’ Reports 8. Exercise Period contained in the Company’s Annual Report. This is the period which follows the vesting period, during which an eligible employee could exercise the share options to purchase 4. How to be Eligible for ESOP-2015 the ordinary [voting] shares of the Company at the pre-determined I^#%>^==U]<#&<===>^ exercise price, as detailed in Section 9 below. of the four criteria referred to in 3(a), 3(b)(i) and 3(b)(ii) above in the =>=U=##%<=>&<===& The exercise period applicable after each of the vesting periods the criterion on Compliance, referred to in 3(c)above. referred to in Section 7 above would be 3 years. Accordingly, the exercise period schedule of the ESOP-2015 would be as follows, An employee of the Company shall not be entitled to acquire through assuming that options under each of the annual tranches will be ESOPs more than one percentum (01%) of the total number of <#<%&<==?%^>#%&<==?% shares issued by the Company at any given time. third year, these being the consecutive years 2016, 2017 and 2018. Annual Report 2014 Commercial Bank of Ceylon PLC 431 SUPPLEMENTARY INFORMATION

Circular to Shareholders on Proposed Employee Share Option Plan – 2015 (ESOP-2015)

Tranche % of Voting Period of Option Date of Exercise ><=]<> Shares Performance Grant Date Vesting Period #=#=%&&&%Q Issued Evaluation (Assumed) based payment transactions, including expenses associated with (maximum) transactions in which share options are granted to employees. This 1 0.5 FY 2015 01.04.2016 30.09.2016 1.10.2016 to has been modelled after IFRS 2 - Share Based Payments. 30.09.2019 2 0.5 FY 2016 01.04.2017 30.09.2017 1.10.2017 to At the grant date of the options, the Company is required to 30.09.2020 recognise the value of the share options granted to employees 3 1.0 FY 2017 01.04.2018 30.09.2018 1.10.2018 to through the ESOP-2015. The value of the share options should be 30.09.2021 calculated using an option valuation model. SLFRS 2 recommends using either Black-Scholes-Merton Model or Binomial Option Any options not exercised during the applicable period will be Valuation Models for this purpose. NDBIB has estimated the value of cancelled, subject to the vesting arrangements applicable for eligible the options using the Binomial Model of option valuation. employees on retirement and/or death [such vesting arrangements and applicable Exercise Periods shall be determined at the discretion The value of the options should be amortised over the vesting period. of the Company’s Board of Directors (subject to such Board being Assuming that the impact to the Statement of Comprehensive Income constituted for this purpose only of the Non-Executive Directors)]. &%>"<#Œ‚!@^%% However, in the event of resignation of an employee prior to vesting could however be amortised over the vesting period of 3 years. (as detailed in Section 7 above), any options offered to him, but not Furthermore there will be no outgoing from the Company in this vested will be cancelled, allowing him to exercise only the vested connection, as the accounting entries to be passed for this purpose but unexercised options, if any. On the other hand, in the event will be a debit to the Income Statement, whilst credit is placed in the of dismissal or serious disciplinary action being taken against a equity account of the Company. particular employee, all vested but unexercised options, if any, as at the date of dismissal/date on which disciplinary action is taken 12. Tax Implications [including where the employee voluntary resigns due to such factors] would be cancelled. -%#=#UT%=> will not be treated as tax deductible expenses for the Corporate Tax 9. Share Option Exercise Price purposes and Financial VAT purposes since the expenses mentioned above will not be made in the form of cash/monetary means in the All share options will be offered at a predetermined price. However, hands of employees. However, for PAYE tax purposes such expenses in order to ensure that the Company would receive a fair value, the ^==U#=>U%&/ share options will be priced at a volume-weighted average market by the employees, hence, will warrant tax deduction according to price of the Company’s ordinary (voting) shares, during the period of each employee’s effective tax rate. thirty (30) market days, immediately prior to each option grant date. 13. Appointment of Managers to the ESOP - 2015 However, in the event of a Bonus Issues [Capitalisation of Reserves], Stock Dividends, Rights Issues and/or Sub-division/Consolidation of The Company will arrange to appoint independent Managers shares by the Company during the applicable vesting periods of the ^% &S#%# ESOP-2015, the share option exercise price of the affected tranches ESOP-2015. will be adjusted as per the applicable rules of the ESOP-2015 which have been drafted in accordance with the accepted market practices. 14. Consideration for the Issue of Shares As required by Section 52 of the Companies Act No. 07 of 2007, the 10. Financial Support to Purchase Shares Board has resolved that in its opinion that the consideration, for which Under the ESOP-2015 the Company’s ordinary [voting] shares are proposed to be issued, is fair and reasonable to the Company and to all existing Shareholders. Neither the Company nor its subsidiaries will provide any direct or #=<%>Œ=><% Such consideration will be equivalent to the volume weighted average shares under the proposed ESOP-2015. market price of the Company’s ordinary [voting] shares, during the period of thirty (30) market days, immediately prior to each option The employees holding shares issued under any previous ESOPs grant date. which were funded by the Company or any of its subsidiaries and an employee share trust, shall not participate in voting at the Extraordinary General Meeting to be held on March 31, 2015. 15. Approvals (i) Listing Rules of the CSE 11. Accounting and Financial Reporting Implications The Board of Directors of your Company, having considered the to the Company Under the ESOP-2015 UT=#T==U%>#&& The Company is mindful of the “Sri Lanka Accounting Standard- arising from the proposed ESOP-2015, are pleased to recommend $I‚$$%QU#'>^%%<%= ESOP-2015, which has been approved by them, to the Shareholders reporting implications to an entity when it undertakes a share-based for their formal approval. SUPPLEMENTARY INFORMATION 432 Commercial Bank of Ceylon PLC Annual Report 2014

Circular to Shareholders on Proposed Employee Share Option Plan – 2015 (ESOP-2015)

As per Listing Rule 5.6 of the Listing Rules of the CSE, the prior approval of the Shareholders, by way of a special resolution at a general meeting must be obtained for the purpose of creating or establishing a scheme such as ESOP-2015. Accordingly, an Extraordinary General Meeting has been convened for March 31, 2015 for this purpose and the proposed resolutions to be passed thereat is set out in the attached Notice of Meeting, for the consideration and due adoption by the Company’s Shareholders thereat.

Subject to the above, your Directors have obtained ‘in principle’ approval of the CSE, for the listing of the ordinary [voting] shares to be allotted and issued under the ESOP-2015.

(ii) Requirements under the Companies Act No. 07 of 2007 and the Articles of Association of the Company In terms of Article 9 A of the Company’s Articles of Association, the Company’s Shareholders have a pre-emptive right to new issues of shares, unless otherwise resolved to by way of an ordinary resolution. Since new ordinary [voting] shares will be issued under ESOP-2015, the requisite resolution to be passed by Shareholders waiving their pre-emptive rights thereto is set out in the attached Notice of Meeting, for due consideration and adoption by the holders of the Company’s ordinary (voting) shares.

Approval is also sought of the holders of the Company’s ordinary [voting] shares by way of a special resolution, in relation to the allotment and issue of new ordinary [voting] shares under the ESOP-2015, in pursuance of Section 99 of the Companies Act No. 07 of 2007 and Article 10 of the Company’s Articles of Association. The requisite resolution to be passed in this regard is set out in the attached Notice of Meeting, for due consideration and adoption by the holders of the Company’s ordinary (voting) shares.

By Order of the Board of Commercial Bank of Ceylon PLC

(Sgd.) Ms. Ranjani Gamage Company Secretary

March 09, 2015 Annual Report 2014 Commercial Bank of Ceylon PLC SUPPLEMENTARY INFORMATION

Form of Proxy (Voting Shareholders) Annual General Meeting

I/We ......

...... of ...... being a Shareholder/s of

Commercial Bank of Ceylon PLC hereby appoint ...... (NIC No...... ) of ...... whom failing: Mr. Kankanam Gamage Don Dharmasena Dheerasinghe whom failing Mr. Mahinda Preethiraj Jayawardena whom failing Mr. Jegatheesan Durairatnam whom failing Prof. Uditha Pilane Liyanage whom failing Mr. Lakshman Hulugalle whom failing Mr. Sembakuttige Swarnajothi whom failing Mr. Hakan John Wilson whom failing Mr. Sivakrishnarajah Renganathan as my/our Proxyholder to represent me/us and to speak at the meeting and to vote on a show of hands or on a poll on my/our behalf as indicated below at the Forty Sixth Annual General Meeting (AGM) of Commercial Bank of Ceylon PLC to be held on Tuesday, March 31, 2015 and at any adjournment thereof and at every poll which may be taken in consequence thereof. (Please indicate your preference with an ‘X’ in the relevant box.)

For Against 1. To receive and consider the Annual Report of the Board of Directors on the affairs of the Company, the Statement of Compliance and the Financial Statements for the year ended December 31, 2014 together with the Report of the Auditors thereon. 2. -#=#T####U>%D###&%

(ii) Waiver of Pre-emption Rights [Dividend Resolution No. 2]

(iii) Approval of an issue of ordinary (voting) and (non-voting) shares [Dividend Resolution No. 3] 3. To re-elect the following Directors who, in terms of the Company’s Articles of Association, are retiring by rotation, as given below: (a) Prof. Uditha Pilane Liyanage

(b) Mr. Lakshman Hulugalle

(c) Mr. Hakan John Wilson

(d) Mr. Sivakrishnarajah Renganathan 4. (a) To re-appoint Messrs KPMG, Chartered Accountants as recommended by the Board of Directors, as Auditors to the Company for the Financial year ending December 31, 2015. (b) To authorise the Board of Directors to determine the remuneration of the Auditors for the Financial year ending December 31, 2015. 5. To authorise the Board of Directors to determine donations for the year 2015.

Signed on this ...... day of ...... Two Thousand and Fifteen.

...... Folio Number Signature/s of Shareholder/s NIC/PP/Co. Reg. No. of Shareholder/s Notes (i) Instructions as to completion of this Form of Proxy are given overleaf. (ii) As regards voting on the Resolutions indicated in the Form of Proxy, if no words are struck out or there is in the view of the Proxyholder doubt (by reason of the way in which the instructions in the Form of Proxy have been stated by the Shareholder) as to the way in which the Proxyholder should vote, the Proxyholder ^==T%)%%` (iii) If the Form of Proxy is signed by an Attorney, the relative Power of Attorney (POA) should accompany the completed Form of Proxy for registration in the event such POA has not already been registered with the Company. (iv) If the Shareholder is a company or a corporate body, the Form of Proxy should be executed under its common seal or in such other manner as provided for in <=D<&>US#U>">U>H&U%=&&%>)U#>#^%"=& Association/Statute. (v) Every alteration or addition to the Form of Proxy must be duly authenticated by the full signature of the Shareholder signing the Form of Proxy. Such signature should as far as possible be placed in proximity to the alteration or addition intended to be authenticated. (vi) The use of the word “Member/s” herein is a reference to “Shareholder/s”. SUPPLEMENTARY INFORMATION Commercial Bank of Ceylon PLC Annual Report 2014

Form of Proxy (Voting Shareholders) Annual General Meeting

Instructions as to Completion of Form of Proxy (a) Article 68 of the Articles of Association of the Company provides that: “An instrument appointing a proxy shall be in writing, and (i) In the case of an individual shall be signed by the appointor or by his Attorney; or in the case of a corporation shall be either under the common =S#U>">U>&<%##U%=&&%-%>>U<%==UU<#]< T#&%<%>&><%">& (ii) A proxy need not be a member of the Company.”

(b) In terms of Article 63 of the Articles of Association of the Company: “In the case of joint-holders of a share, the vote of the senior who tenders a vote, whether in person or by proxy, shall be accepted to the exclusion of the votes of the other joint holders, and for this purpose, seniority shall be determined by the order in which the name stands in the Register of Members in respect of the joint holding.”

(c) The full name and address of the Proxyholder and of the Shareholder appointing the Proxyholder should be entered legibly in the Form of Proxy.

# -%=#I&/>%<=#U##%‚S#H&&%>‹=K<Œ$‚ `I# Mawatha (formerly known as Bristol Street), Colombo 01, not less than 48 hours before the time appointed for the holding of the meeting.

(e) Articles 57 to 60 of the Articles of Association of the Company, dealing with voting are quoted below, for information of Shareholders. ›™]|! At any General Meeting, a resolution put to the vote of the meeting shall be decided on a show of hands unless a poll is (before or on the declaration of the result of the show of hands) demanded by: (i) The Chairman of the meeting; or =%TU>">TU>/>#=#T£ (iii) A member or members present in person or by Attorney or representative or by proxy and representing not less than one-tenth of the total voting rights of all the Members having the right to vote at the meeting. A demand for a poll may be withdrawn. Unless a poll be demanded (and the demand be not withdrawn), a declaration by the Chairman of the meeting that a resolution has been carried or carried unanimously, or by a particular majority, or lost and an entry to that effect in the minute book, shall be conclusive evidence of the fact without proof of the number or proportion of the votes recorded for or against such resolution.

›£†+= If a poll is duly demanded (and the demand be not withdrawn), it shall be taken in such manner (including the use of ballot or voting papers or tickets) as the Chairman of the meeting may direct, and the result of the poll shall be deemed to be the resolution of the meeting at which the poll was demanded. The Chairman may (and if so requested shall), appoint scrutineers and may adjourn the meeting to some place and time /#U>%&%<&`S##=S%<=&%==

›š!| In the case of an equality of votes, whether on a show of hands or poll, the Chairman of the meeting at which the show of hands takes place or at which the poll is demanded shall be entitled to a second or casting vote.

60. Time for Taking a Poll A poll demanded on the election of a Chairman of the Meeting or on a question of adjournment shall be taken forthwith. A poll demanded on any other question shall be taken either immediately or at such subsequent time (not being more than thirty days from the date of the meeting) and place as the Chairman may direct. No notice need be given of a poll not taken immediately.”

#Ÿ“#==\†#†\XZ# SHAREHOLDERS ARE KINDLY REQUESTED TO INDICATE THE ‘FOLIO NUMBER’ APPEARING IN THE ADDRESS LABEL (PASTED ON THE ENVELOPE CONTAINING THE ANNUAL REPORT) IN THE SPACE PROVIDED FOR 'FOLIO NUMBER' IN THE FORM OF PROXY. THIS IS FOR THE CONVENIENCE OF THE REGISTRARS.

PLEASE NOTE THAT NON-INDICATION OF THE 'FOLIO NUMBER' WILL NOT INVALIDATE THE FORM OF PROXY, UNDER ANY CIRCUMSTANCES. Annual Report 2014 Commercial Bank of Ceylon PLC SUPPLEMENTARY INFORMATION

Form of Proxy (Non-Voting Shareholders) Annual General Meeting

I/We ...... of ...... being a Shareholder/s of

Commercial Bank of Ceylon PLC hereby appoint ...... (NIC No...... ) of ...... whom failing: Mr. Kankanam Gamage Don Dharmasena Dheerasinghe whom failing Mr. Mahinda Preethiraj Jayawardena whom failing Mr. Jegatheesan Durairatnam whom failing Prof. Uditha Pilane Liyanage whom failing Mr. Lakshman Hulugalle whom failing Mr. Sembakuttige Swarnajothi whom failing Mr. Hakan John Wilson whom failing Mr. Sivakrishnarajah Renganathan as my/our Proxyholder to represent me/us and to speak on my/our behalf and to vote on a show of hands or on a poll on my/our behalf as indicated below [and strictly in relation to the matters set out hereunder] at the Forty Sixth Annual General Meeting (AGM) of Commercial Bank of Ceylon PLC which is scheduled to be held on Tuesday, March 31, 2015 and at any adjournment thereof and at every poll which may be taken in consequence thereof. (Please indicate your preference with an ‘X’ in the relevant box):

Item in the Notice of Meeting For Against

2. -#=#T####U>%D###&%

(ii) Waiver of Pre-emption Rights (Dividend Resolution No. 2)

(iii) Approval of an issue of ordinary (voting) and (non-voting) shares (Dividend Resolution No. 3)

Signed on this ...... day of ...... Two Thousand and Fifteen.

...... Folio Number Signature/s of Shareholder/s NIC/PP/Co. Reg. No. of Shareholder/s

Notes (i) Instructions as to completion of this Form of Proxy are given overleaf. (ii) Shareholders of non-voting shares are entitled only to attend and speak at the Meeting and to vote only in respect of the resolutions set out in item 2(ii) and 2(iii) of the Notice of Meeting. (iii) If the Form of Proxy is signed by an Attorney, the relative Power of Attorney (POA) should accompany the completed Form of Proxy for registration in the event such POA has not already been registered with the Company. (iv) If the Shareholder is a company or a corporate body, the Form of Proxy should be executed under its common seal or in such other manner as provided for in its <=D<&>US#U>">U>H&U%=&&%>)U#>#^%"=& Association/Statute. (v) Every alteration or addition to the Form of Proxy must be duly authenticated by the full signature of the Shareholder signing the Form of Proxy. Such signature should as far as possible be placed in proximity to the alteration or addition intended to be authenticated. (vi) The use of the word “member/s” herein is a reference to “Shareholder/s”.

SUPPLEMENTARY INFORMATION Commercial Bank of Ceylon PLC Annual Report 2014

Form of Proxy (Non-Voting Shareholders) Annual General Meeting

Instructions as to Completion of Form of Proxy (a) Article 68 of the Articles of Association of the Company provides that: “An instrument appointing a proxy shall be in writing, and (i) In the case of an individual shall be signed by the appointor or by his attorney; or in the case of a corporation shall be either under the common =S#U>>U>&<%##U%=&&%-%>>U<%==UU<#]< T#&%<%>&><%>& (ii) A proxy need not be a Member of the Company.”

(b) In terms of Article 63 of the Articles of Association of the Company: “In the case of joint-holders of a share, the vote of the senior who tenders a vote, whether in person or by proxy, shall be accepted to the exclusion of the votes of the other joint-holders, and for this purpose, seniority shall be determined by the order in which the name stands in the Register of Members in respect of the joint holding.”

(c) The full name and address of the Proxyholder and of the Shareholder appointing the Proxyholder should be entered legibly in the Form of Proxy.

# -%=#I&'/>%<=#U##%‚S#H&&%>‹=K<Œ$‚ `I# Mawatha (formerly known as Bristol Street), Colombo 01, not less than 48 hours before the time appointed for the holding of the Meeting.

(e) Articles 57 to 60 of the Articles of Association of the Company, dealing with voting are quoted below, for information of Shareholders.

›™]|! At any General Meeting, a resolution put to the vote of the Meeting shall be decided on a show of hands unless a poll is (before or on the declaration of the result of the show of hands) demanded by: (i) The Chairman of the Meeting; or =%TU>>TU>/>#=#T£ (iii) A member or members present in person or by attorney or representative or by proxy and representing not less than one-tenth of the total voting rights of all the members having the right to vote at the Meeting. A demand for a poll may be withdrawn. Unless a poll be demanded (and the demand be not withdrawn), a declaration by the Chairman of the Meeting that a resolution has been carried or carried unanimously, or by a particular majority, or lost and an entry to that effect in the minute book, shall be conclusive evidence of the fact without proof of the number of proportion of the votes recorded for or against such resolution.

›£†+= If a poll is duly demanded (and the demand be not withdrawn), it shall be taken in such manner (including the use of ballot or voting papers or tickets) as the Chairman of the Meeting may direct, and the result of the poll shall be deemed to be the resolution of the Meeting at which the poll was demanded. The Chairman may (and if so requested shall), appoint scrutineers and may adjourn the Meeting to some place and time /#U>%&%<&`S##=S%<=&%==

›š!| In the case of an equality of votes, whether on a show of hands or poll, the Chairman of the Meeting at which the show of hands takes place or at which the poll is demanded shall be entitled to a second or casting vote.

60. Time for Taking a Poll A poll demanded on the election of a Chairman of the Meeting or on a question of adjournment shall be taken forthwith. A poll demanded on any other question shall be taken either immediately or at such subsequent time (not being more than thirty days from the date of the Meeting) and place as the Chairman may direct. No notice need be given of a poll not taken immediately.”

#Ÿ“#==\†#†\XZ# SHAREHOLDERS ARE KINDLY REQUESTED TO INDICATE THE ‘FOLIO NUMBER’ APPEARING IN THE ADDRESS LABEL [PASTED ON THE ENVELOPE CONTAINING THE ANNUAL REPORT] IN THE SPACE PROVIDED FOR 'FOLIO NUMBER' IN THE FORM OF PROXY. THIS IS FOR THE CONVENIENCE OF THE REGISTRARS.

PLEASE NOTE THAT NON-INDICATION OF THE 'FOLIO NUMBER' WILL NOT INVALIDATE THE FORM OF PROXY, UNDER ANY CIRCUMSTANCES. Annual Report 2014 Commercial Bank of Ceylon PLC SUPPLEMENTARY INFORMATION

Form of Proxy (Voting Shareholders) Extraordinary General Meeting

I/We ...... of ...... being a

Shareholder/s of Commercial Bank of Ceylon PLC hereby appoint ...... (NIC No...... ) of ...... whom failing:

Mr. Kankanam Gamage Don Dharmasena Dheerasinghe whom failing Mr. Mahinda Preethiraj Jayawardena whom failing Mr. Jegatheesan Durairatnam whom failing Prof. Uditha Pilane Liyanage whom failing Mr. Lakshman Hulugalle whom failing Mr. Sembakuttige Swarnajothi whom failing Mr. Hakan John Wilson whom failing Mr. Sivakrishnarajah Renganathan as my/our Proxyholder to represent me/us and to speak on my/our behalf and to vote on a show of hands or on a poll on my/our behalf as indicated below at the Extraordinary General Meeting [“EGM”] of Commercial Bank of Ceylon PLC to be held on Tuesday, March 31, 2015 immediately after the conclusion of the Annual General Meeting convened for 2.00 p.m. on that day, and at any adjournment thereof and at T>==^%%>U`]<%&#^%%3}@%UT#&%<&#S#&%&&<%^%%>Œ/S$%%=#Q%/S%%=#S and in a manner which would, if accepted, maintain the relative voting and distribution rights of such Shareholders, be and is hereby waived in pursuance of Article 9 A of the Company’s Articles of Association”. 3 ƒ"šš>™‹ŒŒ™˜ŠŒ Articles of Association “THAT the allotment and issue as may occur from time to time of new ordinary voting shares by the Board of Directors of Commercial Bank of Ceylon PLC [the “Company”] under and in pursuance of the Employee Share Option Plan (ESOP) – 2015, established in terms of the ‘Circular to Shareholders – Employee Share Option Plan (ESOP) – 2015’ dated March 9, 2015 subject to and based on the terms and conditions stated therein, be and is hereby approved for purposes of Section 99 of the Companies Act No. 07 of 2007 and Article 10 of the Articles of Association of the Company; and THAT accordingly the Company’s management be and is hereby authorised to take all necessary steps to give effect to the above”.

Signed on this ...... day of ...... Two Thousand and Fifteen.

...... Folio Number Signature/s of Shareholder/s NIC/PP/Co. Reg. No. of Shareholder/s

Notes (i) Instructions as to completion of this Form of Proxy are given overleaf. (ii) As regards voting on the Resolutions indicated in the Form of Proxy, if no words are struck out or there is in the view of the Proxyholder doubt (by reason of the way in which the instructions in the Form of Proxy have been stated by the Shareholder) as to the way in which the Proxyholder should vote, the Proxyholder will T%)%%` (iii) If the Form of Proxy is signed by an Attorney, the relative Power of Attorney (POA) should accompany the completed Form of Proxy for registration in the event such POA has not already been registered with the Company. (iv) If the Shareholder is a company or a corporate body, the Form of Proxy should be executed under its common seal or in such other manner as may be provided &<=#<&>US#U>">U>H&U%=&&%>)U#>#^%"= of Association/Statute. (v) Every alteration or addition to the Form of Proxy must be duly authenticated by the full signature of the Shareholder signing the Form of Proxy. Such signature should as far as possible be placed in proximity to the alteration or addition intended to be authenticated. (vi) The use of the word “Member/s” herein is a reference to “Shareholder/s”. SUPPLEMENTARY INFORMATION Commercial Bank of Ceylon PLC Annual Report 2014

Form of Proxy (Voting Shareholders) Extraordinary General Meeting

Instructions as to Completion of Form of Proxy (a) Article 68 of the Articles of Association of the Company provides that: “An instrument appointing a proxy shall be in writing, and (i) In the case of an individual shall be signed by the appointor or by his attorney; or in the case of a corporation shall be either under the =S#U>>U>&<%##U%=&&%-%>>U<%== UU<#]<T#&%<%>&><%>& (ii) A proxy need not be a Member of the Company.” (b) In terms of Article 63 of the Articles of Association of the Company: “In the case of joint-holders of a share, the vote of the senior who tenders a vote, whether in person or by proxy, shall be accepted to the exclusion of the votes of the other joint-holders, and for this purpose, seniority shall be determined by the order in which the name stands in the Register of Members in respect of the joint holding.” (c) The full name and address of the Proxyholder and of the Shareholder appointing the Proxyholder should be entered legibly in the Form of Proxy. # -%=#I&'/>%<=#U##%‚S#H&&%>‹=K<Œ$‚ `I# Mawatha (formerly known as Bristol Street), Colombo 01, not less than 48 hours before the time appointed for the holding of the Meeting. (e) Articles 57 to 60 of the Articles of Association of the Company, dealing with voting are quoted below, for information of Shareholders.

›™]|! At any General Meeting, a resolution put to the vote of the Meeting shall be decided on a show of hands unless a poll is (before or on the declaration of the result of the show of hands) demanded by: (i) The Chairman of the Meeting; or =%TU>>TU>/>#=#T£ (iii) A Member or Members present in person or by attorney or representative or by proxy and representing not less than one-tenth of the total voting rights of all the Members having the right to vote at the Meeting. A demand for a poll may be withdrawn. Unless a poll be demanded (and the demand be not withdrawn), a declaration by the Chairman of the Meeting that a resolution has been carried or carried unanimously, or by a particular majority, or lost and an entry to that effect in the minute book, shall be conclusive evidence of the fact without proof of the number of proportion of the votes recorded for or against such resolution.

›£†+= If a poll is duly demanded (and the demand be not withdrawn), it shall be taken in such manner (including the use of ballot or voting papers or tickets) as the Chairman of the Meeting may direct, and the result of the poll shall be deemed to be the resolution of the Meeting at which the poll was demanded. The Chairman may (and if so requested shall), appoint scrutineers and may #¡<%@S=#/#U>%&%<&`S##=S%<=&%==

›š!| In the case of an equality of votes, whether on a show of hands or poll, the Chairman of the Meeting at which the show of hands takes place or at which the poll is demanded shall be entitled to a second or casting vote.

60. Time for Taking a Poll A poll demanded on the election of a Chairman of the Meeting or on a question of adjournment shall be taken forthwith. A poll demanded on any other question shall be taken either immediately or at such subsequent time (not being more than thirty days from the date of the Meeting) and place as the Chairman may direct. No notice need be given of a poll not taken immediately.”

#Ÿ“#==\†#†\XZ# SHAREHOLDERS ARE KINDLY REQUESTED TO INDICATE THE ‘FOLIO NUMBER’ APPEARING IN THE ADDRESS LABEL [PASTED ON THE ENVELOPE CONTAINING THE ANNUAL REPORT] IN THE SPACE PROVIDED FOR 'FOLIO NUMBER' IN THE FORM OF PROXY. THIS IS FOR THE CONVENIENCE OF THE REGISTRARS. PLEASE NOTE THAT NON-INDICATION OF THE 'FOLIO NUMBER' WILL NOT INVALIDATE THE FORM OF PROXY, UNDER ANY CIRCUMSTANCES. Annual Report 2014 Commercial Bank of Ceylon PLC SUPPLEMENTARY INFORMATION

Form of Proxy (Non-Voting Shareholders) Extraordinary General Meeting

I/We ...... of ...... being a Shareholder/s of

Commercial Bank of Ceylon PLC hereby appoint ...... (NIC No...... ) of ...... whom failing: Mr. Kankanam Gamage Don Dharmasena Dheerasinghe whom failing Mr. Mahinda Preethiraj Jayawardena whom failing Mr. Jegatheesan Durairatnam whom failing Prof. Uditha Pilane Liyanage whom failing Mr. Lakshman Hulugalle whom failing Mr. Sembakuttige Swarnajothi whom failing Mr. Hakan John Wilson whom failing Mr. Sivakrishnarajah Renganathan as my/our Proxyholder to represent me/us and to speak on my/our behalf at the Extraordinary General Meeting of Commercial Bank of Ceylon PLC which is scheduled to be held on Tuesday, March 31, 2015 immediately after the conclusion of the Annual General Meeting convened for 2.00 p.m. on that day, and at any adjournment thereof.

Signed on this ...... day of ...... Two Thousand and Fifteen.

...... Folio Number Signature/s of Shareholder/s NIC/PP/Co. Reg. No. of Shareholder/s

Notes (i) Instructions as to completion of this Form of Proxy are given overleaf. (ii) Shareholders of non-voting shares are entitled only to attend and speak at the Meeting. (iii) If the Form of Proxy is signed by an Attorney, the relative Power of Attorney (POA) should accompany the completed Form of Proxy for registration in the event such POA has not already been registered with the Company. (iv) If the Shareholder is a company or a corporate body, the Form of Proxy should be executed under its common seal or in such other manner as may be provided &<=#<&>S#U>">U>H&U%=&&%>)U#>#^%"=& Association/Statute. (v) Every alteration or addition to the Form of Proxy must be duly authenticated by the full signature of the shareholder signing the Form of Proxy. Such signature should as far as possible be placed in proximity to the alteration or addition intended to be authenticated. (vi) The use of the word “Member/s” herein is a reference to “Shareholder/s”. SUPPLEMENTARY INFORMATION Commercial Bank of Ceylon PLC Annual Report 2014

Form of Proxy (Non-Voting Shareholders) Extraordinary General Meeting

Instructions as to Completion of Form of Proxy (a) Article 68 of the Articles of Association of the Company provides that: “An instrument appointing a Proxy shall be in writing, and (i) In the case of an individual, shall be signed by the appointor or by his attorney; or in the case of a corporation shall be either under the =S#U>>U>&<%##U%=&&%-%>>U<%== UU<#]<T#&%<%>&><%>& (ii) A proxy need not be a Member of the Company.”

(b) The full name and address of the Proxyholder and of the Shareholder appointing the Proxyholder should be entered legibly in the Form of Proxy.

-%=#I&'/>%<=#U##%‚S#H&&%>‹=K<Œ$‚ `I# Mawatha (formerly known as Bristol Street), Colombo 01, not less than 48 hours before the time appointed for the holding of the Meeting.

#Ÿ“#==\†#†\XZ# SHAREHOLDERS ARE KINDLY REQUESTED TO INDICATE THE ‘FOLIO NUMBER’ APPEARING IN THE ADDRESS LABEL [PASTED ON THE ENVELOPE CONTAINING THE ANNUAL REPORT] IN THE SPACE PROVIDED FOR 'FOLIO NUMBER' IN THE FORM OF PROXY. THIS IS FOR THE CONVENIENCE OF THE REGISTRARS.

PLEASE NOTE THAT NON-INDICATION OF THE 'FOLIO NUMBER' WILL NOT INVALIDATE THE FORM OF PROXY, UNDER ANY CIRCUMSTANCES. Annual Report 2014 Commercial Bank of Ceylon PLC STAKEHOLDER FEEDBACK FORM

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The Company Secretary Commercial Bank of Ceylon PLC ‘Commercial House’ 21, Sir Razik Fareed Mawatha P.O. Box 856 Colombo 01 Sri Lanka.

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CORPORATE INFORMATION

General Name of Company Stock Exchange Listing Head Office Compliance Officer Commercial Bank of Ceylon PLC The Ordinary Shares and the ‘Commercial House’, Mr. S.M. Richard Rodrigo Unsecured Subordinated No. 21, Sir Razik Fareed Mawatha, Legal Form Redeemable Debentures of P.O. Box 856, Lawyers A public limited liability Company December 2006/December 2016 Colombo 01, Sri Lanka. Messrs Julius & Creasy, incorporated in Sri Lanka on June U%/## S No. 41, Janadhipathi Mawatha, 25, 1969 under the Companies rates of the Bank are listed on the Information Centre Colombo 01, Sri Lanka. Ordinance No. 51 of 1938 and Telephone: 2353333, 7353333 Colombo Stock Exchange. Auditors quoted in the Colombo Stock Exchange in March 1970. The Registered Office Tax Payer Identification KPMG Chartered Accountants, Company was re-registered under ‘Commercial House’, Number (TIN) No. 32 A the Companies Act No. 07 of 2007. No. 21, Sir Razik Fareed Mawatha, 124006007 Sir Mohammed Macan Markar Mawatha, Commercial Bank of Ceylon PLC is P.O. Box 856, Colombo 03, Sri Lanka. a Licensed Commercial Bank under Colombo 01, Sri Lanka. Credit Ratings the Banking Act No. 30 of 1988. Telephone (General): Sri Lanka Operation Registrars 2486000-3 (4 lines), 4486000, S S P Corporate Services (Pvt) Ltd. Company Registration Number Q ""=`^Q&#U>I% 7486000, 5486000, 2430420, Ratings Lanka Ltd. in 2014 No. 101, Inner Flower Road, PQ 116 2336700, 2445010-15 (6 lines), - Rating upgraded to AAA by Lanka Colombo 03, Sri Lanka. Tele-Banking: 2336633-5 (3 lines) Accounting Year-end Rating Agency Ltd. (Formerly Telephone: 2573894, 2576871 Facsimile: 2449889 Facsimile: 2573609 December 31 known as RAM Ratings Lanka SWIFT Code - Ltd.) in 2014 E-mail: [email protected] Sri Lanka: CCEYLKLX Bangladesh Operation (Kindly direct any queries about the SWIFT Code - administration of the shareholding to Bangladesh: CCEYBDDH Q """^Q&#U># the above Company) E-mail: [email protected] Rating Information Services Ltd. Web: http://www.combank.net, in 2014 www.combank.lk

Board of Directors and Board Sub-Committees Board of Directors Board Sub Committees Board Nomination Committee Board Technology Committee Mr. K.G.D.D. Dheerasinghe - Mr. K.G.D.D. Dheerasinghe - Prof. U.P. Liyanage - Chairman Chairman Board Human Resources and Chairman Mr. J. Durairatnam Mr. M.P. Jayawardena - Remuneration Committee Mr. M.P. Jayawardena Mr. S. Rengananthan Deputy Chairman Mr. K.G.D.D. Dheerasinghe - Prof. U.P. Liyanage Mr. J. Durairatnam - Managing Chairman Mr. J. Durairatnam (By Invitation) Board Investment Committee Director/CEO Mr. M.P. Jayawardena Mr. K.G.D.D. Dheerasinghe - Prof. U.P Liyanage Prof. U.P. Liyanage Board Audit Committee Chairman Mr. L. Hulugalle Mr. J. Durairatnam (By Invitation) Mr. S. Swarnajothi - Chairman Mr. H.J. Wilson Mr. S. Swarnajothi Mr. L. Hulugalle Mr. J. Durairatnam Mr. H.J. Wilson Board Integrated Risk Mr. K.M.M. Siriwardana Mr. S. Renganathan Mr. S. Renganathan Management Committee Mr. J. Durairatnam (By Invitation) Mr. K. M.M. Siriwardana (Ceased to Mr. M.P. Jayawardena - Chairman Mr. S. Renganathan (By Invitation) Related Party Transactions %=#&^&IU<> Prof. U.P. Liyanage Review Committee Mr. L. Hulugalle Board Credit Committee Mr. K.G.D.D. Dheerasinghe - Company Secretary Mr. S. Swarnajothi Mr. K.G.D.D. Dheerasinghe - Chairman Mrs. J.R. Gamage Mr. K.M.M. Siriwardana Chairman Mr. S. Swarnajothi Mr. J. Durairatnam Mr. J. Durairatnam Mr. J. Durairatnam Mr. S.K.K. Hettihamu - Mr. S. Renganathan Mr. S. Renganathan Chief Manager (Risk)

Subsidiary and Associate Companies Subsidiary Companies Associate Companies Commercial Development Equity Investments Lanka Ltd. Company PLC Commercial Insurance Brokers ONEzero Company Ltd. (Pvt) Ltd. Indra Finance Ltd. Commex Sri Lanka S.R.L.

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